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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Ite Group Plc | LSE:ITE | London | Ordinary Share | GB0002520509 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 82.50 | 82.30 | 82.60 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMHYVE
RNS Number : 4625V
Hyve Group PLC
03 December 2019
3 December 2019
Hyve Group plc
("Hyve" or the "Group")
PRELIMINARY RESULTS ANNOUNCEMENT
Transformation & Growth Programme (TAG) delivered, driving sustainable revenue growth and margin expansion
Hot Features
Premium
Financial highlights Year to Year to
30 September 2019 30 September 2018
Volume sales 783,000 SQM 766,000 SQM
Revenue GBP220.7m GBP175.7m
Headline profit before tax(1) GBP50.4m GBP35.4m
Statutory profit/(loss) before tax GBP8.7m GBP(3.7)m
Headline operating profit margin(1) 25% 22%
Headline diluted earnings per share(1) 4.9p 4.9p
Diluted earnings per share 0.4p (1.6)p
Full year dividend per share 2.5p 2.5p
Net debt(1) GBP111.7m GBP82.7m
-- 7% like-for-like(1) revenue growth
-- GBP220.7m revenue (2018: GBP175.7m) up 26% largely due to acquisitions
-- Top 10 TAG events(1) grew 13% like-for-like following implementation of TAG initiatives
-- Headline profit before tax of GBP50.4m (2018: GBP35.4m); 16% like-for-like growth
-- Statutory profit before tax of GBP8.7m (2018: loss of GBP3.7m) after amortisation of intangible assets, transaction related costs and one-off TAG costs
-- Full year dividend cover(1) maintained at two times cover
-- Net debt movement reflects acquisitions and TAG initiatives; maintained within two times EBITDA(1)
-- Forward bookings(1) of GBP152m already contracted for FY20, representing 66% of market consensus and up 4% on a like-for-like basis
Strategy update
-- Integration of Ascential Events and Mining Indaba acquisitions completed
-- Strengthened portfolio with the sale of 56 non-core Russian events and the closure of 24 small Russian and Central Asian events during the year
-- Successful delivery of the transformation element of the TAG programme has led to an evolved vision, a new way of working and an invigorated culture, culminating in a new brand
-- TAG has fundamentally transformed the business to:
o A more balanced international presence from a purely emerging-markets focus
o A centralised operating model from a decentralised federal organisation
o A premium product business from a geographic market-share led company
o A diverse portfolio of market-leading events from a portfolio of mixed quality
-- The portfolio has halved since the launch of TAG - 269 events (May 2017) to 130 events - yet overall revenue has increased by 64%(2)
-- Returned the business to sustainable growth -- On track to deliver all TAG investment targets ahead of schedule
Mark Shashoua, CEO of Hyve Group plc, commented:
"I am delighted that our first set of results as Hyve show like-for-like revenue growth of 7%, as well as a like-for-like increase in headline profit before tax of 16% and strong margin improvement. Double digit revenue growth from our Top 10 TAG Events was a key driver of this performance and is proof of the benefits of the TAG programme.
We are on a mission to deliver unmissable events, with a stronger and more diversified portfolio. The investments we have made to improve our portfolio through the TAG programme and our focus on must-attend events means that we are well-placed to continue to deliver further growth in FY20. While not immune from global economic and geopolitical uncertainties, including Brexit, forward bookings of GBP152m, representing 66% of market consensus, give us very good visibility as we enter FY20.
We are confident that with the investments we have made into our market-leading events, we are in a better position to face any potential global headwinds. We will look for opportunities to increase our customer market share, as during downturns customer spend often gravitates towards market-leading events.
Current trading for FY20 is in line with the Board's expectations and we enter the new financial year with a stronger portfolio of events than ever before."
Notes to Editors
1. In accordance with the Guidelines on APMs issued by the European Securities and Markets Authority (ESMA), additional information is provided on alternative performance measures (APMs) used by the Group in the Glossary. In the reporting of financial information, the Group uses certain measures that are not required under IFRS. These additional measures provide additional information on the performance of the business and trends to stakeholders and are defined in the Glossary.
2. Compared to FY16 revenue, the last reported annual results pre-TAG.
For further information please contact:
Hyve Group plc Mark Shashoua, CEO/ Andrew Beach, CFO/ +44 (0)20 3545 Melissa McVeigh, Group Director of Communications 9000 FTI Consulting +44 (0)20 3727 Charles Palmer / Emma Hall / Chris Birt 1000 Numis +44 (0)20 7260 Nick Westlake /Matt Lewis 1000
About Hyve Group plc
Hyve Group plc is a next generation global events business whose purpose is to create unmissable events, where customers from all corners of the globe share extraordinary moments and shape industry innovation. Hyve Group plc was announced as the new brand name of ITE Group plc in September 2019, following its significant transformation under the Transformation and Growth (TAG) programme. Our vision is to create the world's leading portfolio of content-driven, must-attend events delivering an outstanding experience and ROI for our customers.
Where business is personal, where meetings move markets and where today's leaders inspire tomorrow's.
Chairman's statement
Significant transformation and growth
Performance
The last three years have seen significant change for Hyve Group plc. The management teams' ambitious vision has led the company to centralise its operating model, improve its systems, complete significant acquisitions of market-leading events, integrate and restructure new teams, relocate its HQ, as well as sell or close a number of less profitable events. Finally, this culminated in the launch of an inspiring new corporate identity at the end of the year, to support the business going forward.
The TAG programme, which we announced in 2017 remains ahead of plan on all investment targets and l am happy to report that this has led to industry leading organic growth. As the TAG programme draws to a close in 2020, the business will consider this phase of its transformation complete.
Revenue for 2019 increased to GBP220.7m (2018: GBP175.7m), a 7% increase on a like-for-like basis, while statutory profit before tax increased to GBP8.7m (2018: loss of GBP3.7m). Headline profit before tax increased to GBP50.4m (2018: GBP35.4m), a 42% increase on last year, and headline diluted EPS was 4.9p (2018: 4.9p), in line with last year after the full-year impact of the additional shares issued through last year's rights issue.
On behalf of the Board, I would like to thank every colleague who has contributed to the business over the last 12 months for their continued passion and dedication to this company and its events.
Shareholder returns
The Group maintains its dividend policy, with dividends declared and paid twice annually to shareholders. The Group's dividend policy aims to achieve an appropriate balance between providing an immediate return to shareholders and reinvesting in the business to pursue growth opportunities and deliver a longer-term return. Prior to any dividend declaration, consideration is given to the availability of distributable reserves, the ability for the Group to remain within its available banking facility, stay compliant with its covenant targets and retain sufficient cash for working capital purposes. Dividend cover is typically maintained at greater than two times headline diluted earnings per share.
Board changes
Earlier this year, Neil England stepped down from his position as Non-Executive Director, following ten years on the Board. During this time, Neil held the post of Senior Independent Director and acted as Chairman for a period of nine months. I would personally like to thank Neil for his guidance and expertise throughout his time here and wish him well for the future.
We are pleased to welcome Nicholas Backhouse to the Board. Nicholas, who joined on 1st May 2019, brings extensive experience at Board level, including non-executive roles at Guardian Media Group plc, Hollywood Bowl Group plc and Loungers plc.
Following the AGM in January 2020, Nicholas will replace Stephen Puckett as Chair of the Audit Committee and continue the excellent work which Stephen has been leading. Stephen will remain on the Audit Committee and will also become the Chair of the Risk Committee, in addition to having taken up the role of Senior Independent Director and the employee representative on the Board.
It is the Board's intention to seek to appoint an additional Non-Executive Director during 2020 to complement the skills of the existing Board Members.
Outlook
After the TAG programme, the Group will continue to benefit from the best practices, globally standardised ways of working and a centralised operating model introduced over the last three years. Having now professionalised the business and implemented best practice, the Group will now introduce innovative and efficient ways of operating to amplify the impact of the revenue growth being delivered.
This positions the Group well to continue to drive growth, both organically and through selective acquisition.
Despite uncertainty both economically and geopolitically across many of our markets, we remain confident in the future growth prospects of the Group. The focus on quality introduced through the TAG programme has increased the resilience of our portfolio and positions our market-leading events well to gain market share as customers refocus both their time and investment.
Chief Executive Officer's statement
Our business is all about quality and globally consistent best practice
2019 has been a successful year and I'm pleased to be able to report strong year-end financial results. We have delivered a third consecutive year of growth, with revenues of GBP220.7m (2018: GBP175.7m), a like-for-like increase of 7%. Our top 10 TAG events have collectively delivered double-digit growth, which is attributable to our highly-successful Transformation and Growth programme.
We are reporting a headline profit before tax of GBP50.4m (2018: GBP35.4m) and a profit before tax of GBP8.7m (2018: loss before tax of GBP3.7m). This reflects the full year impact of the acquisitions we made in 2018 and 2019, combined with our strong underlying trading growth across most markets.
We have good visibility of our forward bookings for 2020, representing 66% of city consensus, and remain confident of continuing our growth trajectory.
Delivery on Transformation and Growth programme
This year has been all about delivery. We launched our Transformation and Growth (TAG) programme back in 2017, identifying three key pillars to drive our transformation. These three pillars were - building a scalable platform, managing our portfolio and making product-led acquisitions. We have now built our scalable platform, which encompassed creating a centralised operating model and defining consistent global processes and best practice ways of working. With TAG almost complete, we are starting to realise the return on the investments we have made.
At the same time, we have been working towards completion of the technology transformation, which has seen us implement new customer relationship management software, roll out a global, cloud-based people system, connect our international teams through Skype for Business and establish a 24/7 IT service. The end results of this are improved collaboration on a global scale, more intelligent management information enabling us to make better decisions, one global view of our customers which opens opportunities for international sales and flexibility to work anywhere, at any time and on any device.
Launch of Hyve brand
We also launched our new company brand, Hyve, to our 1,200 colleagues around the world, and our new company values. The values were created through a process whereby we listened to hundreds of opinions and voices from around the business and the final values were launched at the same time as our new brand. They're already being used across the company and we look forward to them guiding how we work in the future.
Our business has a clear vision, well defined strategy and a renewed energy. These significant changes signify that we are now a fundamentally different business.
Our previous brand name and identity were no longer fit for purpose after our significant transformation, so it was time for a change. Our new name and identity are a better reflection of who we are now and capture our ambitions for our future.
The benefits we're already seeing include an increase in pride within our teams, fantastic reactions and strengthened relationships from our customers and a much more effective employer brand which will support us when hiring the very best people across the world.
The Hyve icon is a mark of quality and reflects events which are premium quality, centred around human connections and forever improving. Our new corporate brand will strengthen our event brands, and this was clearly visible at the recent Africa Oil Week in Cape Town, which was the first Hyve event.
Product-led acquisitions
Over the course of the TAG programme we have greatly enhanced our portfolio through the product-led acquisitions we have made. We have strengthened our Global Brands division with the acquisitions of Bett, CWIEME and Mining Indaba, and have created a new UK division following the acquisition of Pure, Glee and Spring and Autumn Fair. The integration of these events is now complete.
We will continue to prioritise product-led acquisitions that will benefit from the scalable platform we have created and have been building a pipeline of potential opportunities. We will analyse that pipeline and actively look for future acquisitions which meet the criteria we outlined under the TAG programme.
Managing the portfolio
We will continue to review our portfolio to ensure that all of the shows we own are market-leading or have the potential to become market-leading. In October 2018 we completed the substantial sale of 56 smaller, regional Russian events and in December 2018 closed the loss-making Siberian business. This has given a greater focus to the must-attend shows in Moscow which have a better potential for continued growth.
We will continue to review the compatibility of all our events with our ambitions and, where deemed necessary, would consider selling or closing any events which no longer align with our strategy.
Strong platform for growth
Now that the TAG programme is largely complete, we are a fundamentally different business. Whilst the transformation component of the programme has ended, we will continue to work on our growth. Driving organic growth, making product-led acquisitions and managing our portfolio will remain our strategic focus.
As well as enhancing our portfolio of events, we are focusing on organic growth opportunities for our current portfolio of events. This could be through a variety of initiatives such as launching new adjacent sectors; one great example of this is the launch of Pawexpo, the new pet tradeshow, which will premiere at our next Glee event in September.
As an international events organiser we recognise that we are exposed to macroeconomic factors outside our control. However, we believe that due to the investment we have made into products, people and systems, the headwinds currently faced present opportunities for a business like ours since as, in times of economic uncertainty, there is a flight to quality. When times are harder and budgets tighter there is a move to attend just the market-leading show, as the one place where everyone wants to do business.
Of course, headwinds such as Brexit, geopolitical instability in Turkey and a global economic slowdown more generally, can affect our business and we are not immune to this. However, rather than see this as a threat to our prospects we are excited by the opportunities for winning customer market share that this presents.
Priorities for 2020
We have three strategic priorities for 2020.
The first is to embed our new company values: brilliant work, rich connections, fresh thinking and collective buzz. Already, these values have instilled a new sense of direction and purpose for our teams and we are seeing people make better decisions and create more innovative and collaborative team strategies as a result.
Secondly, we will work towards obtaining a greater customer market share. We will do this by continuing to invest in our events and helping our customers to define and realise a greater return on investment and time. We aspire to build loyalty and continue to grow retention among our existing customers as well as bring in new customers from competitor shows that do not offer the same returns.
Finally, we will optimise, simplify and innovate within our business model. As we reach the final stage of the TAG programme, our focus will shift more externally to improving the way we work with our customers. We will be analysing how we can make it even easier for our customers to do business with us and attend our shows, ensure our events are truly unmissable and create an environment that facilitates the richest connections possible between buyers and sellers at our events. We will also look to refine our new systems and processes to create further efficiencies.
Due to the progress we have made throughout the TAG programme, we have good visibility of our forward bookings for next year and are confident in our outlook for 2020.
Chief Financial Officer's statement
Sustainable revenue growth at improved profit margins
Overview
Revenue
Revenue for the year was GBP220.7m (2018: GBP175.7m), up 7% on a like-for-like basis. This growth has been achieved despite headwinds in a number of the Group's markets and demonstrates the benefits of establishing a strong portfolio of market leading events. Deferred income has increased to GBP80.0m (2018: GBP77.6m), despite having disposed of a number of events in Russia and Azerbaijan and closed our Siberian business but after adding Mining Indaba to the portfolio. On a like-for-like basis forward bookings at 30 September 2019 were up 4%.
Profit before tax
The Group reported a profit before tax of GBP8.7m (2018: loss before tax of GBP3.7m), after including adjusting items of GBP41.7m (2018: GBP39.1m). The return to a statutory profit before tax is attributable to the acquisitions of Ascential Events and Mining Indaba in 2018 combined with strong underlying trading growth. Share of results of associates and joint ventures have increased to GBP6.4m (2018: GBP5.9m), following strong performance from the Chinacoat event, operated by our joint venture, Sinostar, and the stronger biennial year for our Russian joint venture, ITE MF.
Headline profit before tax is an alternative performance measure used by the Group to measure underlying trading performance. After excluding adjusting items, headline profit before tax was GBP50.4m (2018: GBP35.4m). On a like-for-like basis headline profit before tax has grown by 16%, building on the growth achieved in the previous year, and is significantly ahead of the rate of like-for-like revenue growth.
Earnings per share
Basic and diluted EPS were 0.4p (2018: (1.6)p). The Group achieved headline diluted EPS of 4.9p (2018: 4.9p). Headline diluted EPS is unchanged despite significant profit growth year-on-year as a result of the full-year impact of the higher number of shares in issue following the rights issue to fund the Ascential Events acquisition in July 2018.
Cash flow
Cash conversion[1] for the year was 94% (2018: 113%). The reduction reflects slower cash conversion at the acquired Ascential Events business compounded by Brexit uncertainty, which is causing some customers to withhold cash payments until later in the cycle, closer to the event dates. Action has been taken to improve cash conversion toward the end of the year which has had a positive impact and this will remain an ongoing area of focus in 2020, particularly whilst we face increased global macroeconomic pressures. Despite lower cash conversion, due to the Group's business model concerns over recoverability are limited.
Net debt at the year-end has increased to GBP111.7m from (30 September 2018: GBP82.7m) primarily as a result of additional drawn debt to fund the acquisition of the Mining Indaba event from Euromoney in October 2018 (total upfront consideration of GBP20.0m and deferred consideration paid in the year of GBP8.7m), and GBP2.6m of deferred consideration paid to Ascential plc. Excluding the net impact of acquisitions and disposals, cash flow from operations was sufficient to cover the Group's dividends, tax paid and the TAG costs incurred in the period.
At 30 September 2019, GBP146.2m of a total available GBP160.0m was drawn on the Group's banking facility. Bank loans presented in the Statement of Financial Position are GBP144.7m, net of GBP1.5m of capitalised borrowing costs.
Headline reconciliation
In addition to the statutory results, headline results are presented, which are the statutory results after excluding a number of adjusting items, as the Board consider this to be the most appropriate way to measure the Group's performance. In addition to providing a more comparable set of results year-on-year, this is also in line with similar adjusted measures used by our peer companies and therefore facilitates comparison across the industry.
The adjusting items presented are consistent with those disclosed in the previous year. The adjusting items have been presented separately in order to report what the Board consider to be the most appropriate measure of underlying performance of the Group and to provide additional information to users of the Annual Report.
Reconciliation of headline profit before tax to statutory profit/(loss) before tax:
GBP'm 2019 2018
Headline profit
before tax 50.4 35.4
------ ------ ---------------------------------------------------------
Operating items
------ ------ ---------------------------------------------------------
Amortisation 24.1 13.6 Definition
of acquired Amortisation charge in respect of intangible
intangible assets assets acquired through business combinations.
Explanation
The charge has increased significantly
in the period, as a result of the amortisation
of the intangible assets recognised following
the Ascential Events acquisition in July
2018 and the Mining Indaba acquisition
in October 2018.
Why adjusted?
To present the profitability of the business
such that performance can be appraised
consistently whether from organic growth
or through acquisition, and irrespective
of whether or not acquired intangible assets
have subsequently become fully amortised.
------ ------ ---------------------------------------------------------
Impairment of - 7.5 Definition
assets Write down of assets to fair value, where
indicators of impairment have existed or
following the completion of the annual
impairment review.
Explanation
No impairment charges have been recognised
in the year.
In the prior year an impairment charge
of GBP5.6m was recognised in respect of
our Turkey cash generating unit, due to
the adverse macro-economic and geopolitical
climate in the country, which affected
our long-term outlook for the region.
In the prior year an impairment charge
of GBP1.9m was also recognised in relation
to a rental deposit paid in advance in
respect of future years' rent for use of
a venue in Siberia, following the termination
notice served by the Group to the venue
owner which rendered the prepayment irrecoverable.
Why adjusted?
To exclude non-cash write offs specific
to circumstances that arose either in the
current year or based on future performance
expectations. These are often inconsistent
in origin and amount year-on-year and therefore
the business performance is more comparable
year-on-year without these charges.
------ ------ ---------------------------------------------------------
Derecognition - 2.2 Definition
of goodwill Derecognition of goodwill following the
on cessation closure of the part of the business to
of trading which the goodwill related.
Explanation
The comparative period results included
the derecognition of GBP2.2m of goodwill
in respect of our UK publishing business
following the cessation of trading of RAS
Publishing.
Why adjusted?
To exclude non-cash write offs specific
to a part of the business that is no longer
operational, the results of which will
not be included within future periods.
------ ------ ---------------------------------------------------------
Loss/(gain) 3.2 (2.9) Definition
on disposal The gain or loss recognised following the
disposal of part of the business, represented
by the difference between the fair value
of proceeds received net of related selling
expenses and the disposed of net assets.
Explanation
On 3 October 2018 the Group completed the
disposal of ITE Expo LLC, the operating
company for 56 of the Group's non-core,
regionally-focused, smaller events in Russia.
When discounted, the fair value of the
consideration receivable was GBP4.1m at
disposal, and a loss on disposal of GBP1.4m
was recognised.
During the year the Group also completed
a number of smaller disposals within the
Central Asia region and a Polish associate,
with combined net assets of GBP1.3m. The
Group received combined consideration of
GBP0.6m, resulting in a loss on disposal
of GBP1.6m being recognised, after the
reclassification of cumulative exchange
differences of GBP0.4m previously recognised
in other comprehensive income and costs
to sell of GBP0.5m.
In the prior year the Group disposed of
its investment in TradeLink the owner of
Metaltech, the metalworking exhibition
in Malaysia for GBP4.9m, and a gain on
disposal of GBP3.1m was recognised in relation
to this. The Group also disposed of its
75% stake in ECMI ITE Asia Sdn. Bhd ("ECMI")
for GBP2.7m resulting in a GBP0.1m loss
on disposal.
Why adjusted?
To exclude the non-recurring profit/loss
from a disposal completed during the year,
from which no future profit or loss will
be recognised. This increases the comparability
of the results year-on-year.
------ ------ ---------------------------------------------------------
Transaction 1.4 8.0 Definition
costs on completed, Costs incurred that are directly attributable
pending or aborted to acquisitions or disposals, whether completed,
acquisitions still being actively pursued or no longer
and disposals being considered.
Explanation
Transaction costs on completed and pending
acquisitions and disposals relate principally
to costs incurred on the acquisition of
the Mining Indaba event. The most significant
of these costs are professional and consultancy
fees incurred in relation to the due diligence
and legal procedures necessary for the
completion of the deal.
In the prior year the costs incurred related
principally to the acquisition of the Ascential
Events business.
Why adjusted?
While transaction costs are typically incurred
each year due to the acquisitive nature
of the industry and the Group's focus on
actively managing the existing portfolio
of events while making selective product-led
acquisitions, the costs incurred are not
consistent year-to-year, fluctuating significantly
based on the number and size of deals.
Costs incurred in relation to an acquisition,
while often commensurate to the size of
the business being acquired, are more closely
connected to the consideration payments
than the performance of the business in
the period. Similarly, costs incurred in
relation to a disposal are linked to disposal
transaction more than the underlying performance
of the business in the year. Excluding
the costs increases comparability of performance
each year.
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Integration Definition
costs
* Integration costs 5.3 1.9 Costs incurred following the completion
of an acquisition to integrate the acquired
business within the Hyve Group, including
costs incurred that are necessary to enable
the Group to realise synergy savings post-acquisition.
1.5 0.8 Explanation
Costs of GBP5.3m have been incurred, primarily
in relation to the integration of the Ascential
Events business, but also, to a lesser
extent, in relation to the integration
of Mining Indaba. The costs incurred relate
to IT systems integration (CRM, finance
and HR systems and network integration),
talent unification (organisational structure
changes, culture alignment, portfolio integration
and harmonisation of commission schemes)
and commercial continuity (office move,
legal fees and the staff and consultancy
costs directly associated with the integration
programme).
* Costs to realise synergies Costs of GBP1.5m have also been incurred
in order to realise the synergy opportunities
presented by the acquisitions. The costs
include payments to staff who were working
in specific roles for a limited period
only (either to assist with the transition
onto Hyve IT systems, the introduction
of Hyve's ways of working or to oversee
the merger of legacy and acquired teams)
and to sales staff who received increased
commission payments (either as a result
of one-off schemes introduced to motivate
staff at a critical time while there was
uncertainty around restructuring decisions
or through schemes set pre-acquisition
that could not be harmonised with Hyve's
until the end of the current edition event
cycle).
Why adjusted?
To exclude costs that are often, for a
limited period, either duplicated, higher
than ordinarily would be incurred or introduced
to ensure consistency of operations, systems,
practices, culture and reward to the extent
that these costs are not expected to be
a reflection of the ongoing costs of the
Group and therefore their inclusion could
distort comparability with future years'
results.
------ ------ ---------------------------------------------------------
Restructuring Definition
costs
* TAG 2.8 5.4 Costs incurred following the completion
of an acquisition to integrate the acquired
business within the Hyve Group, including
costs incurred that are necessary to enable
the Group to realise synergy savings post-acquisition.
1.4 2.2 Explanation
Restructuring costs include GBP2.8m (2018:
GBP5.4m) of costs incurred in transforming
the business, as a result of TAG. The costs
in respect of TAG in the current year primarily
relate to IT and system costs as part of
the technology transformation, costs associated
with the rebrand to Hyve and the launch
of value-based pricing. In the comparative
period, costs relate principally to implementing
the Group's new strategy, developing and
rolling out best practice blueprints, establishing
the 'Hyve way' to increase the scalability
of our platform and launching our event
best practice initiatives.
* Other Note that costs of GBP8.0m (2018: GBP7.3m)
that have been incurred as a result of
the TAG programme that are expected to
remain as part of the Group's new operating
model post-transformation are not presented
as adjusting items and are therefore included
within underlying results.
Other restructuring costs of GBP1.4m (GBP2.2m)
have been incurred in connection with the
new strategic direction of the Group, particularly
in respect of the active management of
the Group's portfolio of events. GBP1.3m
of costs have been incurred in relation
to the shutdown of the Siberian business
in the year, principally in respect of
legal fees and a litigation settlement
payment following a legal claim made by
the owner of the venue previously used
in Siberia, the early termination of office
space and some directly related staff and
consultancy costs.
Primarily In the prior year other restructuring
costs related to redundancy and severance
costs that incurred in relation to the
active management of the Group's portfolio
of events and the focus on our core events
and the accelerated non-cash amortisation
charge on the refinancing of our external
debt during the year to part-fund elements
of the TAG programme.
Why adjusted?
The one-off costs incurred in respect of
the TAG programme, up to GBP20m over the
three years from announcement in May 2017,
are presented as adjusting items. The costs
are attributable to professionalising and
centralising the business and designing
and implementing the Group's strategy.
All ongoing costs introduced as a result
of the TAG programme are not presented
within adjusting items.
------ ------ ---------------------------------------------------------
Tax on income 1.9 1.6 Definition
from associates The tax charge in respect of the share
and joint ventures of profits recognised from associates and
joint ventures.
Explanation
The tax charge in the period is directly
linked to the share of profits recognised,
primarily from joint ventures in the year.
The increase to GBP1.9m (2018: GBP1.6m)
follows strong performance from Sinostar
and the stronger biennial year of ITE MF.
Why adjusted?
Statutory reported profits from associates
and joint ventures are presented post-tax.
In order to present a measure of profit
before tax for the Group that is purely
pre-tax, the tax on associate and joint
venture profits is added back. Instead
it is included in the headline post-tax
measure of profit and therefore is applied
consistently with the statutory measure
of post-tax profit.
------ ------ ---------------------------------------------------------
Financing items
------ ------ ---------------------------------------------------------
Revaluation 0.1 (1.2) Definition
of liabilities The revaluation of future earn-out payments
on completed in respect of completed acquisitions recognised
acquisitions through profit and loss.
Explanation
A number of the Group's acquisitions completed
in recent years have future earn-out commitments,
either through deferred or contingent consideration
payments or through equity option liabilities
to increase our current shareholdings.
These are held on balance sheet at fair
value and therefore change based on the
latest foreign exchange rates, the proximity
of the settlement date and the latest expectation
of the settlement value.
Revaluation of assets and liabilities on
completed acquisitions and disposals include
the losses from the revaluation of our
equity options over non-controlling interests
in our subsidiaries (charge of GBP1.2m),
principally in relation to the remaining
40% interest in ABEC, the 2015 acquisition
of the Indian exhibitions company including
the Acetech portfolio, the imputed interest
credit on the unwinding of the discount
on the Group's deferred consideration receivable
in relation to the disposal of ITE Expo
LLC (credit of GBP0.9m), and a gain on
the revaluation of the ITE Expo LLC deferred
consideration (credit of GBP0.2m).
Why adjusted?
As with transaction costs, in order to
present results excluding deal-related
costs that fluctuate year-to-year. While
the costs vary based on the latest expectations
of future consideration payments, often
linked to performance, the outflows themselves
are reflective of the cost of the acquisition
rather than performance of the business
in the year. Excluding the costs therefore
aids comparability of the Group's performance
year-on-year.
------ ------ ---------------------------------------------------------
Profit/(loss)
before tax 8.7 (3.7)
------ ------ ---------------------------------------------------------
Consolidated Income Statement
Item Highlights
Revenue
2019: GBP220.7m (2018: * Revenue increased by GBP45.0m due to the full year
GBP175.7m) impact of the Ascential Events portfolio, the Mining
Indaba event acquisition and strong underlying
trading, partially offset by the impact of the
disposal of 56 non-core events in the Russian regions
and the closure of our Siberian operations.
* Foreign exchange rates in the year have resulted in
revenues being GBP2.3m lower than they would have
been if revenue had been recognised at the previous
year's exchange rates.
--------------------------------------------------------------
Cost of Sales
2019: GBP133.3m (2018: * Cost of sales increased by GBP25.7m following the
GBP107.6m) Group's acquisition and divestment activity and
increased event expenditure to improve the quality of
our events.
* Gross profit margin increased to 40% (2018: 39%)
despite the considerable investment in the Group's
events.
--------------------------------------------------------------
Administrative expenses
2019: GBP79.4m (2018: * Headline administrative expenses have remained
GBP78.7m) consistent year on year at GBP39.7m (2018: GBP40.0m)
with the impact of the acquisitions largely offset by
related synergy savings.
* Adjusting items of GBP39.7m (2018: GBP38.7m) are
included in administrative expenses.
--------------------------------------------------------------
Other income
2019: GBP0.9m (2018: * Other income relates primarily to rental income from
GBP0.9m) sub-letting unused office space, management fees from
joint ventures and a government incentive received
for good corporate behaviour in China.
--------------------------------------------------------------
Foreign exchange
(loss)/gain on operating * See the 'Foreign exchange' section below for further
activities details.
2019: GBP(1.1)m (2018:
GBP2.2m)
--------------------------------------------------------------
Share of results
of associates and * Share of results of associates and joint ventures
joint ventures have increased to GBP6.4m (2018: GBP5.9m), following
2019: GBP6.4m (2018: strong performance from the Chinacoat event in
GBP5.9m) Guangzhou, operated by our joint venture, Sinostar
and the stronger biennial year for our Russian joint
venture, ITE MF.
--------------------------------------------------------------
Net finance costs
2019: GBP5.5m (2018: * Statutory net finance costs are GBP5.5m (2018:
GBP2.1m) GBP2.1m). On a headline basis, after excluding the
Comprising: revaluations relating to liabilities on completed
Investment revenue acquisitions, net finance costs are GBP5.4m (2018:
2019: GBP2.3m (2018: GBP3.3m).
GBP3.6m)
Finance costs
2019: GBP7.8m (2018: * These represent the interest cost on the Group's
GBP5.7m) borrowings of GBP5.0m (2018: GBP2.8m) and bank
charges of GBP1.4m (2018: GBP1.1m), net of interest
income of GBP1.0m (2018: GBP0.6m).
* The higher interest costs reflect the increased level
of debt since July 2018, to part-fund the Ascential
Events acquisition, and October 2018, to fund the
Mining Indaba acquisition.
--------------------------------------------------------------
Tax
2019: GBP4.6m (2018: * A tax charge of GBP4.6m (2018: GBP3.0m) was
GBP3.0m) recognised in the year. The increased tax charge
reflects the higher profits generated in the year.
* The headline tax charge for the period was GBP13.1m
(2018: GBP9.7m), equating to a headline effective tax
rate of 26.1% (2018: 27.4%).
* Tax on associate and joint venture profits, which is
presented within the share of profit from associates
and joint ventures, was GBP1.9m (2018: GBP1.6m),
reflecting the higher level of joint venture profits
discussed above.
--------------------------------------------------------------
NCI
2019: GBP1.0m (2018: * NCI profits for the year were GBP1.0m (2018: GBP1.4m),
GBP1.4m) down GBP0.4m. Our 60% owned subsidiary in India, ABEC,
has faced short-term venue space constraints in Delhi
causing our Acetech Delhi event to decrease in size
during the year, suppressing profits.
--------------------------------------------------------------
Consolidated Statement of Financial Position
Item Highlights
Goodwill and other
intangible assets * Goodwill and intangible assets increased during the
2019: GBP480.6m (2018: year due primarily to the acquisition of Mining
GBP469.1m) Indaba which added GBP31.5m to the balance and the
retranslation of overseas balances to sterling at
year end exchange rates. This was partially offset by
the annual amortisation charge in respect of the
other intangible assets of GBP25.3m. The other
intangible assets balance represents acquired
customer relationships, trademarks and licences,
visitor databases and computer software.
-------------------------------------------------------------
Interests in associates
and joint ventures * Interests in associates and joint ventures has
2019: GBP43.4m (2018: remained largely consistent year on year, with the
GBP43.3m) receipt of dividends from our joint ventures largely
offset by strong profitability from the Sinostar and
ITE MF joint ventures.
-------------------------------------------------------------
Other non-current
assets * Other non-current assets have increased as a result
2019: GBP18.0m (2018: of capital expenditure as part of the TAG programme,
GBP17.6m) primarily in relation to building fit-for-purpose IT
infrastructure and systems to help create a scalable
platform for growth, offset by the annual
depreciation charge.
* Other non-current assets also includes GBP3.8m of
deferred consideration receivable from the sale of
ITE Expo LLC and GBP8.5m in respect of deferred tax
assets, primarily in relation to brought forward tax
losses available for offset against future taxable
profits.
-------------------------------------------------------------
Trade receivables
2019: GBP36.0m (2018: * Trade receivables have been restated in the
GBP34.7m) comparative period following the adoption of IFRS 15
Revenue from Contracts with Customers. Refer to note
2 to the financial statements of the Group for
further details.
* Trade receivables increased compared to the prior
year as a result of the increased forward bookings
for 2020 events as the Group's revenues continue to
grow as a result of the TAG initiatives introduced
since May 2017. This contributed to trade receivables
increasing by over 3% year-on-year. Trade receivable
recoverability remains strong and cash flow from
operations and cash collection have continued to be
areas of focus over the past year.
-------------------------------------------------------------
Net debt
2019: GBP111.7m (2018: * Cash balances decreased to GBP33.0m (2018: GBP49.6m)
GBP82.7m) due to a GBP10.0m repayment made on our bank facility
Comprising: and consideration payments made in the year to
Cash acquire Mining Indaba. Efforts have been made to
2019: GBP33.0m (2018: repatriate cash to the UK during the year and this
GBP49.6m) cash has in turn been used to manage the size of our
Bank loan bank loan as well as funding investment within the
2019: GBP144.7m (2018: business.
GBP132.3m)
* The bank loan balance of GBP144.7m (2018: GBP132.3m)
has increased largely as a result of the GBP31.7m
spent on acquisitions in the year.
-------------------------------------------------------------
Other current assets
2019: GBP26.4m (2018: * Other current assets, comprising other receivables,
GBP21.4m) prepayments and tax prepayments, have increased year
on year, with the movement coming largely from
increased prepaid event costs in a number of regions
as we secure favourable terms in advance.
* Other current assets also includes GBP1.7m of
deferred consideration receivable from the sale of
ITE Expo LLC.
-------------------------------------------------------------
Asset and liabilities
classified as held * In 2019, there were no balances classified as held
for sale for sale.
2019: GBPnil (2018:
GBP2.2m)
Comprising: * In 2018, assets of GBP9.6m were classified as held
Assets classified for sale at year-end, representing the assets of ITE
as held for sale Expo LLC, the subsidiary company that operated 56 of
2019: GBPnil (2018: our non-core events in Russia, that was disposed of
GBP9.6m) on 3 October 2018.
Liabilities classified
as held for sale
2019: GBPnil (2018: * Liabilities of GBP7.5m relating to the disposal of
GBP7.5m) ITE Expo LLC were also classified as held for sale at
30 September 2018.
-------------------------------------------------------------
Deferred income
2019: GBP80.0m (2018: * Deferred income has been restated in the comparative
GBP77.6m) period following the adoption of IFRS 15 Revenue from
Comprising: Contracts with Customers. Refer to note 2 to the
Current deferred financial statements of the Group for further
income details.
2019: GBP79.7m (2018:
GBP76.8m)
Non-current deferred * As with trade receivables, deferred income has
income increased in the year, with the increased balance at
2019: GBP0.3m (2018: 30 September 2019 reflecting a 4% increase in our
GBP0.8m) like-for-like forward bookings compared to the same
time in 2018.
-------------------------------------------------------------
Other liabilities
2019: GBP91.1m (2018: * Other liabilities decreased to GBP91.1m (2018:
GBP103.1m) GBP103.1m). The decrease is primarily in respect of
various tax balances, with the deferred tax liability
reducing by GBP5.9m and the corporation tax liability
reducing by GBP5.1m when also including the prepaid
tax balance. The deferred tax liability is largely
attributable to the intangible assets recognised from
historical acquisitions and as these balances
amortise, the deferred tax liability unwinds. The
corporation tax reduction is largely reflective of
timing of tax payments in the year.
-------------------------------------------------------------
Share capital and
share premium * Share capital and share premium remained unchanged
2019: GBP287.2m (2018: throughout the year.
GBP287.2m)
* As at 30 September 2019 the Employee Share Ownership
Trust (ESOT) held 2,500,483 (0.3%) of the Company's
issued share capital (2018: 2,506,133 (0.3%)).
-------------------------------------------------------------
Translation reserve
2019: GBP(45.1)m * The movement in the translation reserve from a debit
(2018: GBP(53.1)m) balance of GBP53.1m to GBP45.1m represents the gain
on the year-end retranslation of the Group's overseas
assets denominated in foreign currencies. This is
driven primarily by movements in the sterling/ruble,
sterling/lira and sterling/rupee exchange rates.
-------------------------------------------------------------
Other reserves
2019: GBP56.9m (2018: * The movement in other reserves is attributable to the
GBP66.9m) FY19 result after incorporating the dividends in the
year.
* The Group's ability to pay dividends in the next 12
months is secure, with distributable reserves in the
parent Company accounts of GBP29.5m.
-------------------------------------------------------------
NCI
2019: GBP22.8m (2018: * The NCI balance decreased in the year due to the
GBP23.8m) level of dividends paid out of our non-wholly owned
entities of GBP2.0m and the disposal of our stake in
AzExpomontage (part of the Azerbaijan divestment)
which reversed less than GBP0.1m of NCI. This was
partially offset by the GBP1.0m profit attributable
to NCI.
-------------------------------------------------------------
Trading summary
In 2019 the Group ran 129 events (2018: 205). The decrease is primarily attributable to cancellations of smaller, less profitable events and the disposal of 56 non-core events in the Russian regions. A detailed analysis of volumes and revenues is presented below:
Square Metres Sold Revenue Average yield Headline Profit Before Tax
'000 GBP'm GBP per SQM GBP'm
2018 Total 766 175.7 229 35.4
Biennial (26) (4.7) (1.7)
Timing (12) (4.3) (1.1)
Non-recurring (33) (5.3) (0.5)
Disposals (64) (14.6) (2.2)
2018 Annually recurring (B) 631 146.8 233 29.9
Acquisitions 139 62.5 17.6
Launches - - -
Foreign exchange - (2.3) (4.2)
Like-for-like growth[2] (A) (1) 10.7 4.7
2019 Annually recurring 769 217.7 283 48.0
Timing 2 0.6 0.6
Biennial 12 2.4 1.8
2019 Total 783 220.7 282 50.4
------ ------------------------------ ------------------- -------- -------------- ---------------------------
Segmental results
Following the integration of Ascential Events, the way in which costs are allocated to the Group's reportable segments has changed. Therefore the comparative segmental information has been restated to reflect the current year basis on which segments are reported to the Executive Team for the purpose of allocating resources and making strategic decisions. This has resulted in changes to the segment headline profit before tax as set out below.
GBP'm Revenue Headline profit before tax
2019 2018 2019 2018[3]
------ ------ ------------- --------------
Global Brands 49.7 11.5 20.3 2.1
------ ------ ------------- --------------
Asia 23.2 25.7 9.4 10.2
------ ------ ------------- --------------
Central Asia 19.8 24.5 5.0 7.2
------ ------ ------------- --------------
Eastern & Southern Europe 16.7 15.2 5.8 4.4
------ ------ ------------- --------------
Russia 62.6 73.3 25.9 24.3
------ ------ ------------- --------------
UK 48.7 25.5 15.5 8.9
------ ------ ------------- --------------
Other income - - 0.9 0.9
------ ------ ------------- --------------
Central costs - - (25.9) (21.5)
------ ------ ------------- --------------
Foreign exchange (loss)/gain - - (1.1) 2.2
------ ------ ------------- --------------
Net finance costs - - (5.4) (3.3)
------ ------ ------------- --------------
Total 220.7 175.7 50.4 35.4
------ ------ ------------- --------------
Refer to the Divisional trading summary below for commentary on the performance of each operating segment.
Central costs include all costs that are not allocated to the Group's operating segments when headline profit before tax is reported to the Executive team for the purposes of allocating resource and making strategic decisions. These include the Group's corporate overheads and other central costs that are included within cost of sales. The corporate overheads are the costs of running the head office in London and are primarily comprised of staff costs, which include the Group's executive and non-executive directors, depreciation of the Group's centrally held assets, office rent and professional fees. The other central costs included within cost of sales include costs that are not event-specific but span the Group's portfolio of events.
The increase in central costs in 2019 is primarily due to a full year of costs associated with running a larger group after the acquisitions of Ascential Events and Mining Indaba and the full year impact of the move into our new headquarters in Paddington.
Foreign exchange
As a result of the territories in which we operate, we are exposed to changes in foreign exchange rates and significant movements, particularly in the Russian ruble, can have a significant impact on our results.
Further detail is provided on the impact of translational FX, which is included within the results of each division and only adjusted for when considering like-for-like measures of revenue or profit, transactional FX, which is presented separately in the Income Statement and is a loss of GBP1.1m in the year (2018: gain of GBP2.2m) and the impact on reserves recognised in the foreign currency translation reserve below.
Translational FX
Each month our subsidiary company results are translated into sterling, from the functional currencies of the subsidiary companies, on consolidation, using the prevailing foreign exchange rates for the month. Changes in foreign exchange rates result in fluctuations of the level of profits reported for the Group. The impact of the changes in foreign exchange rates is included within both the statutory and adjusted reported results, within the relevant lines in the Consolidated Income Statement. To aid comparability of trading results, when presenting like-for-like performance we adjust for the impact of changes in foreign exchange rates on translation.
Whilst the Russian ruble and Turkish lira were stronger against sterling at the end of 2019 compared to the end of 2018, for the majority of the year these currencies were weaker compared to the same period in the previous year, meaning the reported results were lower than in the comparative period by GBP2.3m for revenue and GBP0.8m for headline profit before tax.
Transactional FX
As well as translational foreign exchange movements arising on consolidation, the Group results are impacted by changes in foreign exchange rates within our subsidiary company results. Where monetary transactions are entered into in different currencies than the functional currency of the entity this gives rise to revaluation gains and losses following changes in exchange rates between the transaction date, month end and the settlement date. Each revaluation of the monetary assets and liabilities held on the balance sheet results in gains and losses, which are reported within the Consolidated Income Statement within the 'Foreign exchange gain on operating activities' line.
The strengthening of the Russian ruble and Turkish lira throughout the financial year relative to the position at September 2018 has contributed to the loss of GBP1.1m (2018: gain of GBP2.2m) recognised in the year, which has arisen on the revaluation of foreign currency monetary assets and liabilities held in our subsidiary companies in Russia and Turkey.
In order to minimise our exposure to changes in foreign exchange rates, particularly on euro denominated cash inflows held in sterling subsidiary companies, which accounts for approximately 15-20% of total revenues, the Group previously held foreign exchange forward contracts to provide certainty over the future euro cash inflows. The gains and losses on the forward contracts are deferred and recognised within revenue at the point at which the revenue is recognised. From July 2019 onwards, the Group did not hold foreign exchange forward contracts, but instead sought to naturally hedge results.
In the year, a loss of GBP0.9m (2018: loss of GBP1.7m) was recognised within revenue in respect of our forward contracts, reflecting the strengthening of the euro against sterling relative to the contracted rate on entering into the forward contracts, naturally offsetting the benefit received from this strengthening within our reported revenues.
Foreign currency translation reserve
Finally, our results are impacted by the translation of the subsidiary company balance sheets each month on consolidation into sterling. A change in foreign exchange rates gives rise to a movement which is recognised within reserves in the foreign currency translation reserve. This is on translation of the company balance sheets of our subsidiary companies, which are reported in their functional currencies before being translated into sterling on consolidation, at the prevailing period end rates.
The foreign currency translation reserve decreased by GBP7.9m, largely due to the strengthening of the Russian ruble, Turkish lira and the Indian rupee against sterling between the beginning and the end of the financial year. Due to the considerable goodwill and intangible assets held in these countries the value of the net assets within the consolidated statement of financial position has increased.
Venue arrangements
The Group has long-term arrangements with its principal venues in its main markets setting out Hyve's rights over future venue use and pricing.
The arrangements can take the form of a prepayment of future venue fees (advance payment), or a loan which can be repaid in cash or by offset against future venue fees (venue loan). Generally, the arrangements bring rights over future venue use and advantageous pricing arrangements through long-term agreements. Venue advances and prepayments are included in the Consolidated Statement of Financial Position under non-current and current assets.
Acquisitions and disposals
On 3 October 2018 the Group completed the disposal of ITE Expo LLC, the operating company for 56 of the Group's non-core, regionally-focused, smaller events in Russia, to Shtab-Expo LLC for consideration at fair value of GBP4.1m. The Group will receive principal consideration of approximately GBP10.0m over the nine years following completion together with additional variable consideration of up to approximately GBP4.7m based on ITE Expo LLC's incremental revenue growth during this period.
On 23 October 2018 the Group acquired the business and assets relating to Mining Indaba from Euromoney for GBP28.7m. Mining Indaba is the leading event dedicated to bringing together mining and investment experts in order to develop mining interests in Africa.
On 29 March 2020 the Group also completed a number of smaller disposals within the Central Asia region for combined consideration of GBP0.5m.
At 30 September 2019, equity options are held over further interests in our subsidiary companies, ABEC, Fasteners and Scoop, and our joint venture company Debindo.
Portfolio management
As part of our ongoing focus on Core events we have continued to review our portfolio of events. During the year we closed our Siberian business discontinuing 17 events that we previously operated in Ekaterinburg, representing the majority of the 24 events cancelled in 2019. The cancelled events had contributed GBP5.3m to Group revenue in 2018 and collectively were loss making, contributing a net loss of GBP0.5m to headline profit in the comparative period.
TAG overview
In May 2017, we announced our intention to invest up to GBP20.0m in the TAG programme over the three-year transformation period. In 2019 we invested GBP4.1m, comprised of GBP2.8m of one-off restructuring costs, which are presented within adjusting items, and GBP1.3m of capital expenditure. The costs incurred in the year include IT and system costs as part of the Group's technology transformation, costs associated with the rebrand to Hyve and the launch of value-based pricing at some of our Core events. Having invested GBP16.2m since May 2017, we anticipate investing up to GBP3.8m in FY20, focusing on building a new global finance system and implementing efficiencies within the Group's operating model. We therefore remain confident of delivering the overall TAG programme within the GBP20.0m one-off investment indicated.
During 2019, GBP8.0m (2018: GBP7.3m) of costs were included within our statutory and headline results in relation to the TAG programme. These represent costs in relation to the delivery of the Group's new strategy, rather than the costs of designing and implementing the strategy. These are costs that have arisen following changes to the way we operate as a result of the TAG programme and are expected to continue to be incurred as the Group's new operating model becomes fully embedded. These costs include direct costs incurred to drive future revenue growth, such as content and operations costs, to enhance the quality of our events and overhead costs in relation to maintaining best practice functions and teams and building capability and talent across the organisation.
In May 2017 we said that we expected the ongoing costs of TAG to exceed the incremental revenue it delivers during the three years ending 30 September 2019, with positive net operating profit after tax from the year ended 30 September 2020. As signalled last year, we can now confirm that we have met this target a year early, delivering a profit from TAG in the year ended 30 September 2019. We remain on course to deliver ROI from the TAG programme greater than our 2017 cost of capital a year ahead of plan, in the year ended 30 September 2020. This gives us confidence that we will meet all our TAG targets within the expected timeframe.
Divisional Trading Summary
Global Brands
2019 2018 Change Like-for-like
GBP'm GBP'm change
Revenue 49.7 11.5 +332% +16%
------- ------- ======= ==============
Headline profit before
tax 20.3 2.1 +867% +34%
------- ------- ======= ==============
The Group's Global Brands business now contains the results of the Africa Oil Week event and the Breakbulk portfolio of events. It also includes the Bett and CWIEME portfolios of events acquired as part of the Ascential Events acquisition in July 2018 and the Mining Indaba event acquisition completed in October 2018. During the year, the Group ran 15 (2018: 5) events in the Global Brands division.
Overall the portfolio reports a GBP38.2m increase in revenues and an GBP18.2m increase in profits. The considerable increase to both revenue and profits in the year is largely due to acquisitions, with the division having expanded rapidly over the past 18 months. On a like-for-like basis, revenues increased by 16% and headline profits before tax increased by 34% with the profit increase attributable to the trading results of our previously held Africa Oil Week and Breakbulk events which performed exceptionally in the year.
Africa Oil Week ran in October 2018 and considerably exceeded expectations with revenues growing in excess of 35% year on year, aided in part by the recovery of the oil price and with the benefits of TAG investment being realised.
The Bett portfolio is comprised of five events held across the globe with the showpiece event being the Bett event held in January at the ExCel in London, which is one of the Group's largest events by revenue. The event had been owned for less than a full event cycle when it was held in FY19, limiting the ability of the event teams to upgrade the event proposition to the full extent required, resulting in the event not achieving its full potential this year. Looking ahead, the portfolio is tracking ahead of the same time last year and after holding the events for a full cycle, the teams are optimistic for the growth trajectory across the portfolio.
The CWIEME portfolio is made up of three events in Germany, China and USA. The largest event in the portfolio is CWIEME Berlin which takes place in Messe Berlin each May. With a slightly longer run-up to the event post-acquisition from Ascential plc last year, the CWIEME event delivered in line with expectations, despite significant restructuring of the team during the year.
Mining Indaba, the South African mining exhibition and conference was acquired at the beginning of the financial year, four months in advance of the event. Whilst having limited time to affect any meaningful change at the event, small incremental improvements were made which have helped to position the event strongly for the future. The results of the current year event were ahead of expectations and the forward bookings for the 2020 event are considerably ahead of the same time last year.
Asia
2019 2018 Change Like-for-like
GBP'm GBP'm change
Revenue 23.2 25.7 -10% +5%
------- ------- ======= ==============
Headline profit before
tax 9.4 10.2 -8% +2%
------- ------- ======= ==============
The Group's Asian events take place in India and China, primarily operated by subsidiary companies in which the Group owns the majority but not all shares. Overall the Asia division reported lower results in the year across revenue and profit before tax, with the decline attributable to India as a result of known space constraints at ACETECH Delhi where the venue is under redevelopment, the cancellation of a number of smaller events and this being the weaker biennial year in which Paperex does not take place. On a like-for-like basis the region reported a revenue increase of 5% and a 2% increase in headline profit before tax.
The Group benefitted from another strong performance by its Sinostar joint venture, which is not included in consolidated revenues, but is included in consolidated profit before tax for the region. In South East Asia, the Group owns 50% of PT Debindo in Jakarta, Indonesia, which runs the IndoBuildTech series of construction exhibitions. While considerably smaller than Sinostar and therefore only having a minimal impact on the overall Group's performance, PT Debindo also contributed an increased share of profits in the year.
The Group operates two businesses in India: one through a wholly-owned subsidiary, Hyve India, which has its weaker biennial year in odd years, and the other through ABEC, one of India's largest exhibition organisers in which the Group has a 60% stake. ABEC's portfolio includes ACETECH, India's leading construction events. The Indian business as a whole delivered a like-for-like volume decline of 6%, and a like-for-like revenue decline of 5%, reflecting the space constraints at the Delhi venue. As a non-100% owned business, ABEC has not had the benefits of TAG or centralised operating model.
In China the Group has offices in Beijing and Shanghai and operates (through its Hong Kong headquartered 50% joint venture partner Sinostar) the Chinacoat/Surface Finishing China event. The December 2018 Chinacoat event in Shanghai recorded 26% volume growth on the equivalent previous edition. The 70% owned Gehua business performed well, exceeding expectations and delivering considerable year-on-year growth, supported by particularly strong growth from the food event which ran in August 2019. The Group's 70% owned Fasteners declined across all key metrics in the year, in the face of increased competition.
Central Asia
2019 2018 Change Like-for-like
GBP'm GBP'm change
Revenue 19.8 24.5 -19% +13%
------- ------- ======= ==============
Headline profit before
tax 5.0 7.2 -30% +0%
------- ------- ======= ==============
Hyve's principal offices in Central Asia are in Kazakhstan, Azerbaijan and Uzbekistan. All the economies in this region are heavily dependent on oil and gas for their overseas earnings and economic wealth and in the case of Kazakhstan a significant level of trade with Russia as well. The gradually improving oil price and the Russian economic stabilisation have had a positive impact on trading conditions within the region.
This year Hyve organised a total of 45 events (2018: 56) across these territories. Overall, reported results declined by 19% for revenue and 30% for headline profit before tax, but on a like-for-like basis, revenues increased by 13% and headline profit before tax remained flat. The decline in absolute results across the region is attributable to a combination of the sale of our small Azerbaijan portfolio, with only our largest event in the country, Caspian Oil & Gas, retained, the disposal of the Group's stand construction businesses in Azerbaijan and Kazakhstan and timing differences. The timing differences notably include KIOGE, the Kazakhstan oil and gas event, which took place in Almaty in October 2017 and again in September 2018 and so reported revenues on two event editions in the comparative year but none in 2019, and CAITME, the Uzbekistan textile machinery exhibition that took place in 2018 but did not run in 2019.
Kazakhstan is the Group's largest office in the region and the most notable year-on-year change was the KIOGE event not taking place in the period and the disposal of the stand construction business in March 2019, contributing to a decline compared to 2018. On a like-for-like basis results were comparable year-on-year.
Azerbaijan is the Group's smallest office in the region and has further decreased in size in the year as a result of the partial disposal of the business in March 2019. On a like-for-like basis results were in line with last year.
Hyve's Uzbekistan business has delivered significant growth in each of the last two years, driven to a large extent by the more favourable macroeconomic environment, with the current political regime taking a more favourable stance on international investment. Despite one of the Group's largest Uzbekistan events, CAITME, not taking place in the year due to timing differences, revenue and profit before tax both increased year-on-year.
Eastern and Southern Europe
2019 2018 % change % change
GBP'm GBP'm Like-for-like
Revenue 16.7 15.2 +10% +6%
------- ------- ========= ===============
Headline profit before
tax 5.8 4.4 +32% +13%
------- ------- ========= ===============
The Eastern and Southern Europe region is represented by the Group's offices in Turkey and Ukraine. Overall the region reported growth in revenue and headline profit before tax on both an adjusted and statutory basis. 2019 is the stronger biennial year in Turkey, benefiting from the railway industry exhibition Eurasia Rail which takes place in Spring in alternate years. On a like-for-like basis, revenues increased by 6%, reflecting the success of the pricing strategy pursued in 2019, while headline profit before tax increased by 13% on a like-for-like basis.
Overall performance in Turkey was mixed, mirroring the turbulent economic and political environment. The majority of the events outperformed their previous editions but overall growth was slowed by challenges at our TurkeyBuild Istanbul event which was operating in a construction sector that contracted by over 45% in the year. On a like-for-like basis revenues were up 5% due to pricing power following the introduction of TAG initiatives and euro pricing at several events.
Trading in Ukraine has continued on the path to recovery. Overall like-for-like revenue growth of 7% and double-digit headline profit before tax growth was reported.
Russia
2019 2018 % change % change
GBP'm GBP'm Like-for-like
Revenue 62.6 73.3 -15% +12%
------- ------- ========= ===============
Headline profit before
tax 25.9 24.3 +7% +14%
------- ------- ========= ===============
During the year Hyve held 17 events in Russia (2018: 89) and reported revenue of GBP62.6m, 15% lower than the previous year. This was due to the disposal of 56 of the Group's non-core, regionally-focused, smaller events in Russia, which previously contributed revenues of approximately GBP12.0m, the closure of the Siberian regional events and the weakening of the Russian ruble which had a negative impact of GBP0.8m on revenues and GBP0.3m on headline profit before tax. Excluding these effects, like for like revenues increased by 12% and headline profit before tax by 14%.
Headline profit before tax of GBP25.9m was 10% higher than the previous year, despite the disposal of the regional non-core events in the year. This was due primarily to strong underlying growth but was helped by this being the stronger biennial year for ITE MF, the Russian joint venture, which increased to a pre-tax share of profits of GBP1.7m (2018: GBP0.8m) and the closure of the Siberia business which was previously loss-making. Whilst the TAG benefits are now being felt, the trading environment in Russia has become less certain in the past year and the economic country's GDP growth is forecast to grow at below 2% for the next year. On a like-for-like basis headline profits before tax increased by 14% from the prior year.
Hyve's leading events in Russia have coped well in a challenging market, with the largest events delivering exceptional growth. MosBuild, the Group's largest event prior to the Ascential Events acquisition, grew volumes by 20% in the year, led by strong domestic exhibitor sales and significant growth from the ceramics sector. The majority of the other events in Moscow also performed well, proving resilient to the macroeconomic growth slowdown and international sanctions to deliver strong year-on-year growth in both revenue and profit. The one notable exception was MIOGE, the oil and gas event, which has continued to suffer from low exhibitor interest since becoming an annual event but not being the market-leading event in the sector in Russia, coupled with the effects of the sanctions on international energy companies operating in Russia. The event declined significantly year-on-year and has now been cancelled for 2020.
The sole event remining in the Russian regions is YugAgro in Krasnodar, the leading agriculture event, which, despite space constraints, continued its current growth trajectory since the launch of TAG and again delivered double-digit like-for-like revenue growth.
UK
2019 2018[4] % change % change
GBP'm GBP'm Like-for-like
Revenue 48.7 25.5 +91% -9%
------- -------- ========= ===============
Headline profit before
tax 15.5 8.9 +75% +0%
------- -------- ========= ===============
The UK division contains the results of our Moda portfolio of fashion events, including Moda, Scoop and Jacket Required, as well as the majority of the acquired Ascential Events portfolio including Spring Fair, Autumn Fair, Pure and Glee. The events included in the like-for-like results are therefore those from the Moda portfolio as well as one of the Pure events, Glee and Autumn Fair, which ran in the short period under Hyve ownership in the last financial year.
The legacy fashion portfolio continued to decline on the prior year. This was due to the continued challenges facing the UK's mid-market fashion industry.
Pure, the high-end fashion event held at Olympia in London is comparable to Moda in so far as the event is run biannually to cater to the changing seasons but seeks to serve a higher end of the market which has been slightly more robust than the mid-market fashion sector. Although the current uncertainty in the UK surrounding Brexit and challenges facing the UK high-street are having an impact.
Spring Fair and Autumn Fair, the Birmingham based home and gift events have faced considerable challenges over the past few years with significant investment needed to stabilise the declines seen in light of underinvestment at the events, coupled with the wider political uncertainty and the knock-on impact on the UK economy. Spring Fair is now the largest event in the Group's portfolio and fills the majority of the NEC, with volume sales in excess of 68,000 SQM.
Glee, the UK gardening and outdoor living trade performed reasonably well, but struggled in the months leading up to the event with trading sluggish due to Brexit. There has been investment into the event in the past year to enhance the quality and ensure that the customer experience is improved.
Consolidated Income Statement
Year ended 30 September 2019 Year ended 30 September 2018
Adjusting Adjusting
items items
Headline (Note 5) Statutory Headline (Note 5) Statutory
Notes GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 3 220,723 - 220,723 175,669 - 175,669
Cost of sales (133,343) - (133,343) (107,648) - (107,648)
_________ _________ _________ _________ _________ _________
Gross profit 87,380 - 87,380 68,021 - 68,021
Other operating income 934 - 934 889 - 889
Administrative expenses (39,708) (39,691) (79,399) (40,003) (38,664) (78,667)
Foreign exchange (loss)/gain
on operating
activities (1,140) - (1,140) 2,237 - 2,237
Share of results of
associates and
joint ventures 3 8,297 (1,900) 6,397 7,557 (1,641) 5,916
_________ _________ _________ _________ _________ _________
Operating profit/(loss) 55,763 (41,591) 14,172 38,701 (40,305) (1,604)
Investment revenue 6 1,019 1,335 2,354 603 2,995 3,598
Finance costs 7 (6,374) (1,439) (7,813) (3,887) (1,791) (5,678)
_________ _________ _________ _________ _________ _________
Profit/(loss) before tax 3 50,408 (41,695) 8,713 35,417 (39,101) (3,684)
Tax (charge)/credit 8 (13,115) 8,530 (4,585) (9,722) 6,699 (3,023)
_________ _________ _________ _________ _________ _________
Profit/(loss) 37,293 (33,165) 4,128 25,695 (32,402) (6,707)
_________ _________ _________ _________ _________ _________
Attributable to:
Owners of the Company 36,313 (33,165) 3,148 24,337 (32,402) (8,065)
Non-controlling
interests 980 - 980 1,358 - 1,358
_________ _________ _________ _________ _________ _________
37,293 (33,165) 4,128 25,695 (32,402) (6,707)
_________ _________ _________ _________ _________ _________
Earnings per share (p)
Basic 10 4.9 0.4 4.9 (1.6)
Diluted 10 4.9 0.4 4.9 (1.6)
_________ _________ _________ _________ _________ _________
The results stated above relate to continuing activities of the Group. The accompanying notes 1 to 13 form an integral part of the consolidated financial statements.
Consolidated Statement of Comprehensive Income
2019 2018
Notes GBP000 GBP000
Profit/(loss) for the year attributable
to shareholders 4,128 (6,707)
Cash flow hedges:
Movement in fair value of cash flow hedges 269 1,946
Fair value of cash flow hedges released
to the income statement 655 (97)
Currency translation movement on net
investment in subsidiary undertakings 7,561 (7,808)
Total other comprehensive income 8,485 (5,959)
12,613 (12,666)
Tax relating to components of comprehensive
income 8 (153) (314)
Total comprehensive income for the year 12,460 (12,980)
Attributable to:
Owners of the Company 11,480 (14,338)
Non-controlling interests 980 1,358
12,460 (12,980)
All items recognised in comprehensive income may be reclassified subsequently to the income statement.
The accompanying notes 1 to 13 form an integral part of the consolidated financial statements.
Consolidated Statement of Changes in Equity
Share Capital Equity
Share premium Merger redemption ESOT Retained option Translation Hedge Non-controlling Total
capital account reserve reserve reserve earnings reserve reserve reserve Total interests equity
--------------- -------- -------- -------- ----------- -------- --------- --------- ------------ -------- --------- ---------------- ---------
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
--------------- -------- -------- -------- ----------- -------- --------- --------- ------------ -------- --------- ---------------- ---------
Balance as at
1 October
2018 7,416 279,756 2,746 457 (2,794) 80,800 (13,255) (53,073) (1,018) 301,035 23,847 324,882
--------------- -------- -------- -------- ----------- -------- --------- --------- ------------ -------- --------- ---------------- ---------
Net profit for
the year - - - - - 3,148 - - - 3,148 980 4,128
---------------
Currency
translation
movement on
net
investment
in subsidiary
undertakings - - - - - - - 7,561 - 7,561 - 7,561
---------------
Movement in
fair value
of cash flow
hedges - - - - - - - - 269 269 - 269
---------------
Fair value of
cash flow
hedges
released to
the
income
statement - - - - - - - - 655 655 - 655
---------------
Tax relating
to components
of
comprehensive
income
(note 8) - - - - - - - - (153) (153) - (153)
---------------
Total
comprehensive
income for
the year - - - - - 3,148 - 7,561 771 11,480 980 12,460
--------------- --------- Dividends (note 9) - - - - - (14,043) - - - (14,043) (1,978) (16,021) --------------- Exercise of share options - - - - 7 (8) - - - (1) - (1) --------------- Share-based payments - - - - - 112 - - - 112 - 112 --------------- Disposal of subsidiary - - - - - - - 379 - 379 (46) 333 --------------- Balance as at 30 September 2019 7,416 279,756 2,746 457 (2,787) 70,009 (13,255) (45,133) (247) 298,962 22,803 321,765 --------------- -------- -------- -------- ----------- -------- --------- --------- ------------ -------- --------- ---------------- ---------
The accompanying notes 1 to 13 form an integral part of the consolidated financial statements.
Share Capital Equity
Share premium Merger redemption ESOT Retained option Translation Hedge Non-controlling Total
capital account reserve reserve reserve earnings reserve reserve reserve Total interests equity
--------------- -------- -------- -------- ----------- -------- --------- --------- ------------ -------- --------- ---------------- ---------
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
--------------- -------- -------- -------- ----------- -------- --------- --------- ------------ -------- --------- ---------------- ---------
Balance as at
1 October
2017 2,693 28,567 2,746 457 (4,240) 98,520 (13,255) (45,265) (2,553) 67,670 22,652 90,322
--------------- -------- -------- -------- ----------- -------- --------- --------- ------------ -------- --------- ---------------- ---------
Net
(loss)/profit
for
the year - - - - - (8,065) - - - (8,065) 1,358 (6,707)
---------------
Currency
translation
movement on
net
investment
in subsidiary
undertakings - - - - - - - (7,808) - (7,808) - (7,808)
---------------
Movement in
fair value
of cash flow
hedges - - - - - - - - 1,946 1,946 - 1,946
---------------
Fair value of
cash flow
hedges
released to
the
income
statement - - - - - - - - (97) (97) - (97)
---------------
Tax relating
to components
of
comprehensive
income
(note 8) - - - - - - - - (314) (314) - (314)
---------------
Total
comprehensive
income
for the year - - - - - (8,065) - (7,808) 1,535 (14,338) 1,358 (12,980)
--------------- ---------
Dividends
(note 9) 4 (4) - - - (9,980) - - - (9,980) (163) (10,143)
---------------
Exercise of
share options - - - - 1,446 (69) - - - 1,377 - 1,377
---------------
Share-based
payments - - - - - 456 - - - 456 - 456
---------------
Issue of
shares 4,719 251,193 - - - - - - - 255,912 - 255,912
---------------
Tax debited to
equity
(note 8) - - - - - (62) - - - (62) - (62)
---------------
Balance as at
30 September
2018 7,416 279,756 2,746 457 (2,794) 80,800 (13,255) (53,073) (1,018) 301,035 23,847 324,882
--------------- -------- -------- -------- ----------- -------- --------- --------- ------------ -------- --------- ---------------- ---------
Consolidated Statement of Financial Position
2019 2018 (restated) 2017 (restated)
Notes GBP000 GBP000 GBP000
Non-current assets
Goodwill 209,970 201,838 92,566
Other intangible assets 270,608 267,265 61,867
Property, plant and equipment 5,167 4,932 2,783
Interests in associates and joint ventures 43,374 43,293 45,470
Venue prepayments - 2,141 3,548
Investments 500 - -
Deferred consideration receivable >
1 year 3,795 - -
Derivative financial assets > 1 year - 103 -
Deferred tax asset 8,547 10,435 5,411
541,961 530,007 211,645
Current assets
Trade and other receivables 59,024 54,038 37,931
Tax prepayment 3,300 2,015 2,880
Cash and cash equivalents 13 33,027 49,649 23,321
Assets classified as held for sale - 9,624 -
95,351 115,326 64,132
Total assets 637,312 645,333 275,777
Current liabilities
Bank loan and overdrafts 13 (17,500) - -
Trade and other payables (33,390) (35,863) (21,332)
Deferred income (79,701) (76,764) (59,097)
Corporation tax (1,929) (5,464) (3,834)
Derivative financial instruments (12,955) (11,762) (1,795)
Provisions (306) (1,469) (527)
Liabilities classified as held for sale - (7,452) -
(145,781) (138,774) (86,585)
Non-current liabilities
Bank loan and overdrafts 13 (127,205) (132,345) (72,998)
Provisions (1,505) (1,600) (273)
Deferred income (291) (813) -
Deferred tax liabilities (40,655) (46,595) (12,494)
Derivative financial instruments (110) (324) (13,105)
(169,766) (181,677) (98,870)
Total liabilities (315,547) (320,451) (185,455)
Net assets 321,765 324,882 90,322
Equity
Share capital 7,416 7,416 2,693
Share premium account 279,756 279,756 28,567
Merger reserve 2,746 2,746 2,746
Capital redemption reserve 457 457 457
Employee Share Ownership Trust ("ESOT")
reserve (2,787) (2,794) (4,240)
Retained earnings 70,009 80,800 98,520
Equity option reserve (13,255) (13,255) (13,255)
Translation reserve (45,133) (53,073) (45,265)
Hedge reserve (247) (1,018) (2,553)
Equity attributable to equity holders
of the parent 298,962 301,035 67,670
Non-controlling interests 22,803 23,847 22,652
Total equity 321,765 324,882 90,322
The balances for trade and other receivables and deferred income for the years ended 30 September 2018 and 30 September 2017 have been restated upon the adoption of IFRS 15 as described in note 2.
The accompanying notes 1 to 13 form an integral part of the consolidated financial statements.
The financial statements of Hyve Group plc, registered company number 01927339, were approved by the Board of Directors and authorised for issue on 3 December 2019. They were signed on their behalf by:
Mark Shashoua Andrew Beach
Chief Executive Officer Chief Financial Officer
Consolidated Cash Flow Statement
Notes 2019 2018
(restated)
GBP000 GBP000
Operating activities
Operating profit/(loss) from continuing operations 14,172 (1,604)
Adjustments:
Depreciation and amortisation 27,032 16,288
Impairment of goodwill and intangible assets - 5,572
Impairment of venue prepayment - 1,843
Derecognition of goodwill on cessation of
trading - 2,216
Share-based payments 63 497
(Decrease)/increase in provisions (1,278) 535
Loss/(profit) on disposal of plant, property
and equipment and computer software 10 (17)
Loss/(profit) on disposal of subsidiary holdings 3,154 (2,968)
Fair value of cash flow hedges recognised
in the income statement 654 (97)
Share of profit from associates and joint
ventures (6,397) (5,916)
Operating cash flows before movements in working
capital 37,410 16,349
(Increase)/decrease in receivables (4,346) 6,312
Prepayments to venues (730) (6,585)
Utilisation of venue prepayments 719 6,043
Decrease in deferred income (96) (7,801)
Increase in payables 1,249 7,591
Operating cash flows after movements in working
capital 34,206 21,909
Dividends received from associates and joint
ventures 6,147 6,420
Cash generated from operations 40,353 28,329
Tax paid (11,548) (9,631)
Net cash from operating activities 28,805 18,698
Investing activities
Interest received 6 1,019 603
Investment in associates and joint ventures (500) (1,356)
Acquisition of businesses - cash paid net
of cash acquired (31,478) (294,502)
Purchase of plant, property and equipment
and computer software (3,776) (4,254)
Disposal of plant, property and equipment
and computer software 70 109
Disposal of subsidiaries and investments -
cash received net of cash disposed (462) 7,326
Net cash utilised on investing activities (35,127) (292,074)
Financing activities
Equity dividends paid (14,077) (10,582)
Dividends paid to non-controlling interests (1,978) (154)
Interest paid and bank charges 7 (6,374) (3,887)
Proceeds from the issue of share capital and
exercise of share options - 1,370
Proceeds from the rights issue net of fees - 255,940
Drawdown of borrowings 258,457 437,322
Repayment of borrowings (246,330) (378,031)
Net cash outflow from financing activities (10,302) 301,978
2019 2018 (restated)
GBP000 GBP000
Net (decrease)/increase in cash and cash
equivalents (16,624) 28,602
Cash and cash equivalents at beginning of
year 49,649 23,321
Effect of foreign exchange rates 2 (81)
Cash and cash equivalents held for sale - (2,193)
Cash and cash equivalents at end of year 33,027 49,649
The working capital movements in receivables and deferred income for the year ended 30 September 2018 have been restated upon the adoption of IFRS 15 as described in note 2. There are no net impacts on cash flows.
The comparative period drawdown of borrowings and repayment of borrowings amounts have been restated to include the impact of all drawdowns and repayments made on the Group's Money Market Lending facility. This is a short-term facility to provide immediate working capital for periods of between one to 30 days and forms part of the Group's bank loan and overdrafts.
The accompanying notes 1 to 13 form an integral part of the consolidated financial statements.
1 Basis of preparation
Whilst the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards ("IFRS"), this announcement does not contain sufficient information to comply with IFRS. The Company expects to publish full financial statements that comply with IFRS later in December 2019. These will be available at www.hyve.group.
The financial information set out above does not constitute the Company's statutory accounts for the years ended 30 September 2019 or 2018, but is derived from those accounts. Statutory accounts for 2018 have been delivered to the Registrar of Companies and those for 2019 will be delivered following the Company's annual general meeting. The auditors have reported on those accounts; their reports were unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) Companies Act 2006 or equivalent preceding legislation.
The Directors have, at the time of approving the Consolidated Financial Statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. They therefore continue to adopt the going concern basis of accounting in preparing the Consolidated Financial Statements.
Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the Group's accounting policies, a number of judgements and estimates have been made by management. Those that have the most significant effect on the amounts recognised in the financial statements or have the most risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Critical accounting judgements
Adjusting items
The classification of adjusting items requires significant management judgement after considering the nature and intentions of a transaction. The Group's definitions of adjusting items are outlined within the Glossary. These definitions have been applied consistently year on year.
Note 5 provides further details on current year adjusting items.
Key sources of estimation uncertainty
Impairment of goodwill and intangible assets
There are a number of estimates management considers when determining value in use, most significantly the growth rates applied to future cash flows and the discount rates used to derive the present value of those cash flows. Growth rates reflect management's view of the long-term forecast rates of growth, using third party sources such as the International Monetary Fund where appropriate. Discount rates are selected to reflect the risk adjusted cost of capital for the respective territories. The most significant area of estimation uncertainty relates to forecast cash flows at each cash generating unit. Forecast cash flows are based on Board approved budgets and plans. A significant change in the assumptions used in determining the value in use of certain CGUs, could potentially result in an impairment charge being recognised in relation to these CGUs. In particular, a 5% decline in the operating profit growth rate forecast for the UK CGU would result in an impairment charge of GBP25.1m.
The carrying value of goodwill and intangible assets at 30 September 2019 is GBP210.0m (2018: GBP201.8m) and GBP270.6m (2018: GBP267.3m) respectively.
Equity option liabilities
The valuation of equity option liabilities held over own equity, of GBP13.0m (2018: GBP11.6m), requires management to estimate the fair value of the liabilities to be settled in future years to acquire non-controlling interests in subsidiary companies. The liabilities are to be settled based on a multiple of future years' EBITDA. The EBITDA estimates are based on the latest budgeted information grown in line with projected GDP growth rates for the countries in which the subsidiaries operate. The valuation of the equity option liabilities is highly sensitive to changes to forecast results, given that the equity options are based on multiples of 7.5x-12.5x EBITDA. A GBP0.1m movement in EBITDA in the relevant period could therefore result in up to a GBP1.25m movement in the equity option liability valuation.
2 Impact of new accounting standards
In the current year, the Group has applied the below amendments to IFRSs issued by the International Accounting Standards Board (IASB) that are mandatorily effective for the Group's accounting period that began on 1 October 2018.
Effective date
=============================================================== ==============
Amendments to IFRS 2 Share-based payments 1 January 2018
Clarifications to IFRS 15 Revenue from Contracts with Customers 1 January 2018
IFRS 9 Financial Instruments 1 January 2018
IFRS 15 Revenue from Contracts with Customers 1 January 2018
The amendments to IFRS 2 Share-based payments have no impact.
In the current period the Group has applied IFRS 9 Financial Instruments (as revised in July 2014) and the related consequential amendments to other IFRSs. IFRS 9 includes requirements for recognition and measurement, impairment, derecognition and general hedge accounting IFRS 9 has had no material impact during the year.
On adoption of IFRS 15 Revenue from Contracts with Customers, the Group has elected to restate comparative information using the fully retrospective method for prior periods. Under IFRS 15, the deferred income, and corresponding trade receivable, may not be recognised until the earlier of the service being provided and the payment falling due, whereas previously they were recognised when contractually committed. This has resulted in a material reduction to the deferred income and trade receivables on adoption of the standard as a result of the Group's significant forward bookings, as only a portion of the payment is generally due upfront at booking.
The Group has applied the practical expedient to recognise the incremental costs of obtaining a contract, specifically sales commissions, as an expense when incurred, as the amortisation period of the asset if recognised would be less than the year on all but an immaterial number of the Group's contracts.
The impact of this change on the balance sheet as at 30 September 2018 and 30 September 2017 is shown in the tables below and there is no net asset impact of these adjustments. There was no impact on the income statement for the year ended 30 September 2018.
As previously
30 September 2018 reported IFRS 15 reclassifications Restated
GBP000 GBP000 GBP000
Current assets
Trade and other receivables 77,056 (23,018) 54,038
Assets classified as held
for sale 10,483 (859) 9,624
Total assets 87,539 (23,877) 63,662
Current liabilities
Deferred income (99,114) 22,350 (76,764)
Liabilities classified
as held for sale (8,311) 859 (7,452)
Non-current liabilities
Deferred income (1,481) 668 (813)
Total liabilities (108,906) 23,877 (85,029)
As previously
30 September 2017 reported IFRS 15 reclassifications Restated
GBP000 GBP000 GBP000
Current assets
Trade and other receivables 61,425 (23,494) 37,931
Total assets 61,425 (23,494) 37,931
Current liabilities
Deferred income (82,591) 23,494 (59,097)
Total liabilities (82,591) 23,494 (59,097)
The Group has not yet adopted certain new standards, amendments and interpretations to existing standards, which have been published but are only effective for the Group's accounting period beginning on or after 1 October 2019. A list of these can be found below:
Effective date
============================================================================================== ==============
Amendments to IAS 12 Income taxes 1 January 2019
IFRS 16 Leases 1 January 2019
Amendments to IFRS 9 Prepayment features with Negative Compensation 1 January 2019
Amendments to IAS 28 Long-term interests in Associates and Joint Ventures 1 January 2019
Annual Improvements to IFRS Standards 2015 - 2017 Cycle Amendments to IAS 19 Employee Benefits 1 January 2019
IFRS 10 Consolidated Financial Statements and IAS 28 (amendments) 1 January 2019
IFRIC 23 Uncertainty over Income Tax Treatments 1 January 2019
The Directors anticipate that the adoption of these standards and interpretations in future periods will not have a material impact on the financial statements of the Group, except as described below in relation to IFRS 16 Leases.
IFRS 16 eliminates the distinction between operating and finance leases for lessees. The standard requires lessees to recognise right of use assets and corresponding liabilities for all leases, unless the lease term is 12 months or less, or the underlying asset has a low value.
This is expected to have a significant impact on both the Consolidated Statement of Financial Position, due to the right of use assets and lease liabilities recognised, and the Consolidated Income Statement, through a changing of the expense profile and the financial statement lines in which the expenses are recognised.
The new standard replaces the operating lease expense with a depreciation charge on the underlying asset and an interest expense on the liability. This will increase the expense charged at the beginning of our lease contracts due to the front-loaded nature of the interest expense. This is expected to reduce profit before tax in the first three years of adoption.
Currently, our operating lease rentals are recognised within administrative expenses, but under IFRS 16, a portion of the cost, the interest expense on the lease liability, will be classified as a finance cost (the depreciation charge on the underlying asset will still be recognised within administrative expenses) and therefore operating profit is expected to increase on adoption.
The standard will primarily impact the Group's property and equipment leases. The treatment of venue leases is expected to remain unchanged, due to the cumulative tenancy dates over the term of each venue lease being less than 12 months. All current venue contracts are therefore expected to be exempt under IFRS 16.
The Group plans to apply IFRS 16 using the modified retrospective approach. Under this approach, the cumulative effect of adopting IFRS 16 will be recognised as an adjustment to the opening balance of retained earnings on 1 October 2019, with no restatement of comparative information. Lease assets and lease liabilities will not be recognised for leases with a lease term ending within 12 months of 1 October 2019.
Adoption of IFRS 16 is expected to result in an increase in assets of GBP15.0m, and a corresponding increase in liabilities of GBP16.4m as at 1 October 2019. Operating profit for the year ending 30 September 2020 is estimated to increase by GBP0.5m, being the difference between the lease expense and depreciation, and profit before tax will decrease by GBP0.1m, reflecting a higher total lease interest expense in the initial years.
3 Segmental information
The Group has identified reportable segments based on financial information used by the Executive Team in allocating resources and making strategic decisions. The Executive Team (consisting of the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief People Officer, and General Counsel), are considered to be the Group's Chief Operating Decision Maker. The Group evaluates performance on the basis of headline profit or loss before tax.
The Group's reportable segments are operational business units and groups of events that are managed separately, either based on geographic location or as portfolios of events. The products and services offered by each business unit are identical across the Group.
Following the integration of Ascential Events, the way in which costs are allocated to the Group's reportable segments has changed. Therefore the comparative segmental information has been restated to reflect the current year basis on which segments are reported to the Executive Team for the purpose of allocating resources and making strategic decisions. This has resulted in changes to the segment profits and net assets as set out below.
The revenue and headline profit before tax are attributable to the Group's one principal activity, the organisation of trade exhibitions, conferences and related activities and can be analysed by operating segment as follows:
Total
Year ended 30 September 2019 Global Brands Asia Central Asia Eastern & Southern Europe Russia UK Group
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 49,708 23,157 19,816 16,721 62,643 48,677 220,723
Segment headline profit
before tax 20,258 9,382 4,980 5,849 25,902 15,509 81,880
Unallocated costs (31,472)
Headline profit before tax 50,408
Adjusting items (note 5) (41,695)
Profit before tax 8,713
Tax (4,585)
Profit after tax 4,128
The revenue in the year of GBP220.7m includes GBP3.3m (2018: GBP0.7m) of marketing and advertising services revenues and GBP1.5m (2018: GBP0.2m) of barter sales. No individual customer amounts to more than 10% of Group revenues.
Unallocated costs include:
-- other income; -- head office costs; -- unallocated TAG costs of GBP8.0m;
-- foreign exchange gains and losses on translation of monetary assets and liabilities held in Group subsidiary companies that are denominated in currencies other than the functional currency of the subsidiaries; and
-- net finance costs.
The Group's share of profits from associates and joint ventures, capital expenditure and amortisation and depreciation can be analysed by operating segment as follows:
Total
Year ended 30 September 2019 Global Brands Asia Central Asia Eastern & Southern Europe Russia UK Group
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Share of results of
associates and joint
ventures
Share of results before tax - 6,642 - - 1,655 - 8,297
Tax - (1,571) - - (329) - (1,900)
Share of results after tax - 5,071 - - 1,326 - 6,397
Capital expenditure
Segment capital expenditure - 298 98 235 687 - 1,318
Unallocated capital
expenditure 2,458
3,776
Depreciation and
amortisation
Segment depreciation and
amortisation 12,560 3,657 53 2,224 413 6,038 24,945
Unallocated depreciation and
amortisation 2,087
27,032
The derecognition of goodwill and the impairment charges in respect of goodwill, intangible assets, investments in associates and joint ventures, and other assets can be analysed by operating segment as follows:
2019 2018
GBP000 GBP000
Eastern & Southern Europe - 5,572
Russia - 1,843
UK - 2,216
- 9,631
The Group's assets and liabilities can be analysed by operating segment as follows:
Eastern & Southern Total
30 September 2019 Global Brands Asia Central Asia Europe Russia UK Group
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Assets
Segment assets 250,521 106,657 13,130 15,295 54,177 184,343 624,123
Unallocated assets 13,189
637,312
Liabilities
Segment liabilities (27,673) (42,583) (6,887) (4,702) (31,682) (13,415) (126,942)
Unallocated liabilities (188,605)
(315,547)
Net assets 321,765
All assets and liabilities are allocated to reportable segments except for certain centrally held balances, including property, plant and equipment and computer software relating to the Group's head office function, the Group's bank loan, and taxation (current and deferred).
Year ended 30 September 2018 Global Brands Asia Central Asia Eastern & Southern Europe Russia UK Total
(restated) Group
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 11,533 25,700 24,483 15,155 73,291 25,507 175,669
Segment headline profit
before tax 2,145 10,240 7,155 4,393 24,319 8,858 57,110
Unallocated costs (21,693)
Headline profit before tax 35,417
Adjusting items (note 5) (39,101)
Loss before tax (3,684)
(3,023)
Tax
Loss after tax (6,707)
Headline profit before tax for has been restated to reflect the current year basis on which segments are reported to the Executive Team for the purpose of allocating resources and making strategic decisions. This resulted in the following reallocation between UK and unallocated costs in the comparative period:
GBP'000
UK segment headline profit before tax previously
presented 6,881
Costs reallocated to Unallocated costs 1,997
UK segment headline profit before tax now presented 8,858
Total
Year ended 30 September 2018 Global Brands Asia Central Asia Eastern & Southern Europe Russia UK Group
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Share of results of
associates and joint
ventures
Share of results before tax - 6,665 - 71 821 - 7,557
Tax - (1,477) - - (164) - (1,641)
Share of results after tax - 5,188 - 71 657 - 5,916
Capital expenditure
Segment capital expenditure 5 304 54 106 587 3 1,059
Unallocated capital
expenditure 3,195
4,254
Depreciation and
amortisation
Segment depreciation and
amortisation 6,018 3,948 383 2,426 258 1,692 14,725
Unallocated depreciation and
amortisation 1,563
16,288
The Group's assets and liabilities can be analysed by operating segment as follows:
30 September 2018 Global Brands Asia Central Asia Eastern & Southern Russia UK Total
(restated) Europe Group
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Assets
Segment assets 217,885 106,348 11,013 16,188 65,826 208,108 625,368
Unallocated assets 19,965
645,333
Liabilities
Segment liabilities (12,789) (52,355) (4,081) (4,784) (22,523) (33,060) (129,592)
Unallocated liabilities (190,859)
(320,451)
Net assets 324,882
Information about the Group's revenue by origin of sale and non-current assets by geographical location are detailed below:
Geographical information
Revenue Non-current assets[5]
2019 2018 2019 2018
GBP000 GBP000 GBP000 GBP000
Asia 24,882 27,756 81,383 82,013
Central Asia 11,595 15,054 4,097 4,030
Eastern & Southern Europe 13,810 12,958 9,578 12,121
Russia 40,842 52,694 23,904 16,084
UK 70,746 36,267 279,902 285,643
Rest of the World 58,848 30,940 134,550 119,681
220,723 175,669 533,414 519,572
4 Operating profit
Operating profit is stated after charging/(crediting):
2019 2018
GBP000 GBP000
Staff costs 58,357 50,484
Depreciation of property, plant and equipment 1,704 1,247
Amortisation of intangible assets included within
administrative expenses 25,328 15,041
Derecognition of goodwill on cessation of trading - 2,216
Impairment of goodwill - 5,572
Impairment of venue prepayment - 1,843
Loss/(profit) on disposals 3,154 (2,968)
Operating lease rentals - land and buildings 3,558 2,259
Loss/(gain) on derivative financial instruments
- equity options 1,121 (2,918)
Foreign exchange loss/(gain) on operating activities 1,140 (2,237)
5 Adjusting items
2019 2018
GBP000 GBP000
Operating adjusting items
Amortisation of acquired intangible assets 24,066 13,631
Derecognition of goodwill on cessation of trading - 2,216
Impairment of goodwill - 5,572
Impairment of venue prepayment - 1,843
Loss/(profit) on disposals 3,154 (2,968)
Transaction costs on completed and pending acquisitions
and disposals 1,462 8,037
Integration costs
- Integration costs 5,322 1,905
- Costs to realise synergies 1,469 845
Restructuring costs
- TAG 2,783 5,347
- Other 1,435 2,236
Tax on income from associates and joint ventures 1,900 1,641
Total operating adjusting items 41,591 40,305
Financing adjusting items
Revaluation of assets and liabilities on completed
acquisitions and disposals 104 (1,204)
Total adjusting items 41,695 39,101
The adjusting items are discussed in the Chief Financial Officer's statement.
6 Investment revenue
2019 2018
GBP000 GBP000
Interest receivable from bank deposits 1,019 603
Gain on revaluation of equity options - 2,918
Gain on revaluation of deferred and contingent
consideration 245 77
Unwind of imputed interest charge on discounted 1,090 -
deferred consideration receivable
2,354 3,598
7 Finance costs
2019 2018
GBP000 GBP000
Interest on bank loans 5,013 2,775
Bank charges 1,361 1,112
Loss on revaluation of deferred and contingent
consideration 87 -
Loss on revaluation of equity options 1,121 -
Imputed interest charge on discounted equity
option liabilities 231 1,791
7,813 5,678
8 Tax on profit on ordinary activities
Analysis of tax charge for the year:
2019 2018
GBP000 GBP000
Group taxation on current year result:
UK corporation tax credit on result for the
year (12) (78)
Adjustment to UK tax in respect of previous
years (1,351) 110
(1,363) 32
Overseas tax - current year 8,047 9,856
Overseas tax - previous years 109 (255)
8,156 9,601
Current tax 6,793 9,633
Deferred tax
Origination and reversal of timing differences:
Current year (2,353) (6,569)
Prior year 145 (41)
(2,208) (6,610)
4,585 3,023
The tax adjusting items within the Consolidated Income Statement relates to the following:
2019 2019 2018 2018
Gross Tax impact Gross Tax impact
GBP000 GBP000 GBP000 GBP000
Amortisation of acquired intangible assets 24,066 4,621 13,631 3,100
Derecognition of goodwill on cessation of trading - - 2,216 -
Impairment of goodwill - - 5,572 -
Impairment of venue prepayments - - 1,843 -
Loss/(profit) on disposals 3,154 34 (2,968) -
Transaction costs on completed and pending acquisitions and disposals 1,462 - 8,037 -
Integration costs
- Integration costs 5,322 1,011 1,905 362
- Costs to realise synergies 1,469 280 845 161
Restructure costs
- TAG 2,783 548 5,347 1,016
- Other 1,435 136 2,236 419
Tax on income from associates 1,900 1,900 1,641 1,641
Revaluation of liabilities on completed acquisitions 104 - (1,204) -
41,695 8,530 39,101 6,699
The tax charge for the year can be reconciled to the profit per the income statement as follows:
2019 2018
GBP000 GBP000
Profit/(loss) on ordinary activities before
tax 8,713 (3,684)
Profit/(loss) on ordinary activities multiplied
by standard rate of corporation tax
in the UK of 19.0% (2018: 19.0%) 1,655 (700)
Effects of:
Expenses not deductible for tax purposes 245 1,531
Loss/(profit) on sale of investments 527 (577)
Adjusting items 550 1,326
Increase in uncertain contingencies - 460
Tax effect of equity options and deferred/contingent
consideration 20 (184)
Impairment of goodwill - 1,830
Foreign exchange - (582)
Tax effect of amortisation of intangibles 22 (322)
Deferred tax asset not recognised 961 261
Withholding tax and other irrecoverable tax 3,228 1,511
Deferred tax provision on repatriation of overseas
profits (597) 157
Tax charge in respect of previous period (221) (186)
Reduction in DT rate from 19% to 17% 32 114
Effect of different tax rates of subsidiaries
in other jurisdictions (621) (519)
Associate tax (1,216) (1,097)
4,585 3,023
The effect of adjusting items and the effect of loss/(profit) on sale of investments relates to items that are not allowable in the jurisdiction where they have arisen.
Withholding tax and other irrecoverable tax relates to the taxes paid on profits repatriated from overseas subsidiaries in the year and the movement on the provision for taxes expected to be suffered on the future repatriation of profits which are expected to be made.
We seek to pay tax in accordance with the laws of the countries where we do business. We estimate our tax on a country-by-country basis. Our key uncertainty is whether our intra-group trading model will be accepted by a particular tax authority. At 30 September 2019 GBP1.0m (2018: 1.8m) is included in current liabilities in relation to these uncertainties. The reduction in the provision for uncertain tax provisions relates to the closure of earlier years due to the passage of time.
2019 2018
GBP000 GBP000
Tax relating to components of comprehensive
income:
Cash flow gains - Current - -
Cash flow losses - Deferred (153) (314)
(153) (314)
Tax relating to amounts credited/(charged) to
equity:
Share options - Current - -
Share options - Deferred 5 (62)
5 (62)
(148) (376)
9 Dividends
2019 2018
Per Settled in cash Settled in scrip Per Settled in cash Settled in scrip
share GBP000 GBP000 share GBP000 GBP000
p p
Amounts recognised as
distributions to equity holders
in the year:
Final dividend in respect of the
prior year 1.0 7,391 - 2.5 5,962 701
Interim dividend in respect of
the current year 0.9 6,652 - 1.5 4,018 -
1.9 14,043 - 4.0 9,980 701
The Directors are proposing a final dividend for the year ended 30 September 2019 of 1.6p per ordinary share, a distribution of approximately GBP11.8m. The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.
Under the terms of the trust deed dated 20 October 1998, the Hyve Group Employees Share Trust, which holds 2,500,483 (2018: 2,506,133 ) ordinary shares representing 0.3% of the Company's called up ordinary share capital, has agreed to waive all dividends due to it each year.
10 Earnings per share
The calculation of basic, diluted, headline basic and headline diluted earnings per share is based on the following numbers of shares and earnings:
2019 2018
No. of No. of
shares shares
(000) (000)
Weighted average number of shares:
For basic earnings per share 739,114 500,822
Effect of dilutive potential ordinary shares 232 362
For diluted and headline diluted earnings per
share 739,346 501,184
Basic and diluted earnings per share
The calculations of basic and diluted earnings per share are based on the profit for the financial year attributable to equity holders of the parent of GBP3.1m (2018: loss of GBP8.1m). Basic and diluted earnings per share were 0.4p (2018: (1.6)p). No share options (2018: 362,000) were excluded from the weighted average number of ordinary shares used in the calculation of the diluted earnings per share because their effect would have been anti-dilutive.
Headline diluted earnings per share
Headline diluted earnings per share is intended to provide a consistent measure of Group earnings on a year-on-year basis and is 4.9p per share (2018: 4.9p). Headline basic earnings per share is 4.9p (2018: 4.9p).
2019 2018
GBP000 GBP000
Profit/(loss) for the financial year attributable
to equity holders of the parent 3,148 (8,065)
Amortisation of acquired intangible assets 24,066 13,631
Derecognition of goodwill on cessation of trading - 2,216
Impairment of goodwill - 5,572
Impairment of venue prepayment - 1,843
Loss/(profit) on disposals 3,154 (2,968)
Transaction costs on completed and pending acquisitions
and disposals 1,462 8,037
Integration costs
- Integration costs 5,322 1,905
- Costs to realise synergies 1,469 845
Restructuring costs
- TAG 2,783 5,347
- Other 1,435 2,236
Revaluation of liabilities on completed acquisitions 104 (1,204)
Tax effect of other adjustments (6,630) (5,058)
Headline earnings for the financial year after
tax 36,313 24,337
11 Acquisitions
Mining Indaba
On 23 October 2018 the Group completed the acquisition of the trade and assets relating to Mining Indaba from Euromoney Institutional Investor Plc. Mining Indaba is the leading event dedicated to bringing together mining and investment experts in order to develop mining interests in Africa.
The consideration of GBP28.7m comprises initial cash consideration of GBP20.0m paid on completion, and deferred cash consideration of GBP8.7m paid in June 2019.
During the year the Group incurred transaction costs on the acquisition of GBP0.5m, which are included within administrative expenses.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are presented as follows:
Fair value
GBP000
Intangible assets - Trademarks 22,090
Intangible assets - Customer relationships 3,726
Trade and other receivables 864
Accrued expenses (438)
Deferred income (2,620)
Deferred tax liability (633)
Identifiable net assets 22,989
Goodwill arising on acquisition 5,730
Total consideration 28,719
Satisfied by
Cash consideration 20,000
Deferred consideration 8,719
28,719
Net cash outflow arising on acquisition
Cash consideration paid 20,000
Cash and cash equivalents acquired -
20,000
The values used in accounting for the identifiable assets and liabilities of this acquisition is finalised at the balance sheet date.
The goodwill of GBP5.7m arising from the acquisition reflects the strategic value of the acquisition of a market-leading event, including the expectation of new contracts and relationships, and the expected synergies with the complementary Africa Oil Week event which the Group already owns. The goodwill recognised is expected to be fully deductible for tax purposes. The fair value of trade and other receivables includes trade receivables with a fair value, after providing for expected uncollectable amounts, of GBP0.5m. No further amounts are currently expected to be uncollectable.
The acquired business has contributed GBP7.9m to Group revenue and a statutory profit before tax of GBP4.9m since acquisition. If the acquisition had occurred on 1 October 2018, it would have contributed the same amounts to Group revenue and statutory profit before tax.
12 Disposal of subsidiaries
ITE Expo LLC
Subsequent to the assets and liabilities of ITE Expo LLC being classified as held for sale at 30 September 2018, on 3 October 2018 the Group completed the disposal of ITE Expo LLC, the operating company for 56 of the Group's non-core, regionally-focused, smaller events in Russia, to Shtab-Expo LLC.
The Group will receive principal consideration of approximately GBP10.0m over the nine years following completion together with additional variable consideration of up to approximately GBP4.7m based on ITE Expo LLC's incremental revenue growth during this period. The terms of the deal incentivise the purchaser to make earlier payments to satisfy the consideration. If the purchaser has by 30 September 2023 paid principal consideration of approximately GBP6.3m, this will reduce the obligation to pay the remaining principal consideration by GBP1.4m and extinguish the obligation to pay any further future variable consideration.
When discounted, the fair value of the consideration receivable was GBP4.1m at disposal.
The net assets of ITE Expo LLC at the date of disposal were as follows:
GBP000
Goodwill 3,916
Cash and cash equivalents 3,224
Other net liabilities (2,261)
Net assets 4,879
Fair value of consideration received 4,131
Disposal costs (631)
Proceeds net of related selling expenses 3,500
Loss on disposal (1,379)
Satisfied by:
Cash and cash equivalents 95
Deferred consideration 4,036
4,131
Net cash outflow arising on disposal:
Consideration received in cash and cash equivalents 95
Less: cash and cash equivalents disposed of (3,224)
(3,129)
A payment of GBP2.6m was made by ITE Expo LLC to the Group subsequent to the disposal date, in settlement of a liability due to another company within the Group. This reduced the cash and cash equivalents disposed of shortly after the disposal date to GBP0.6m.
Central Asia
During the period the Group also completed a number of smaller disposals within the Central Asia region with combined net assets of GBP0.5m. The Group received combined consideration of GBP0.5m, resulting in a loss on disposal of GBP0.9m being recognised, after the reclassification of cumulative exchange differences of GBP0.4m previously recognised in other comprehensive income, and disposal costs of GBP0.5m.
13 Net debt
At
At 1 October 2018 Cash flow Foreign exchange 30 September 2019
GBP000 GBP000 GBP000 GBP000
Cash 49,649 (16,624) 2 33,027
Debt due after one year (132,345) (12,128) (232) (144,705)
Net debt (82,696) (28,752) (230) (111,678)
Glossary
Alternative performance measures ("APMs")
In accordance with the Guidelines on APMs issued by the European Securities and Markets Authority ("ESMA"), additional information is provided on the APMs used by the Group below.
In the reporting of financial information, the Group uses certain measures that are not required under IFRS. These additional measures provide additional information on the performance of the business and trends to stakeholders. These measures are consistent with those used internally and are considered important to understanding the financial performance and position of the Group. APMs are considered to be an important measure to monitor how the Group is performing because this provides a meaningful comparison of how the business is managed and measured on a day-to-day basis and achieves consistency and comparability between reporting periods.
These APMs may not be directly comparable with similarly titled profit measures reported by other companies and they are not intended to be a substitute for, or superior to, IFRS measures.
APM Closest Reconciling Definition and purpose
equivalent items to
statutory statutory
measure measure
Headline Profit/(loss) Adjusting Headline profit before tax is profit/(loss)
profit before items as before tax and adjusting items, as presented
before tax disclosed in note 5. In addition to providing
tax in note a more comparable set of results year-on-year,
5. this is also in line with similar adjusted
measures used by our peer companies
and therefore facilitates comparison
across the industry.
Refer to the Chief Financial Officer's
statement for a reconciliation to the
statutory measure, and explanations
of the amounts adjusted for.
-------------- --------------- ----------------------------------------------------------------------------------------------
Headline Operating Operating Headline operating profit is operating
operating profit adjusting profit before operating adjusting items,
profit items as as presented in note 5. 2019 2018
disclosed GBP000 GBP000
in note Operating profit/(loss) 14,172 (1,604)
5. Operating adjusting
items (note 5) 41,591 40,305
Headline operating
profit 55,763 38,701
-------------- --------------- ----------------------------------------------------------------------------------------------
Headline Operating Operating Headline operating profit margin is
operating profit adjusting headline operating profit as a percentage
profit margin items as of revenue.
margin disclosed
in note
5.
-------------- --------------- ----------------------------------------------------------------------------------------------
EBITDA Operating Operating EBITDA is headline operating profit
profit adjusting before operating adjusting items, depreciation
items as of property, plant and equipment and
disclosed amortisation of computer software. 2019 2018
in note GBP000 GBP000
5, Operating profit/(loss) 14,172 (1,604)
depreciation Operating adjusting
of property, items (note 5) 41,591 40,305
plant and Depreciation of
equipment property, plant
and and equipment 1,704 1,247
amortisation Amortisation of
of computer computer software 1,262 1,410
software.
Headline EBITDA 58,729 41,358
-------------- --------------- ----------------------------------------------------------------------------------------------
Net debt Cash and Reconciliation Net debt is defined as cash and cash
cash of net debt equivalents after deducting bank loans.
equivalents (note 13) The Board consider net debt to be a
less bank reliable measure of the Group's net
loans indebtedness that provides an indicator
of the overall balance sheet strength.
It is also a single measure that can
be used to assess the combined impact
of the Group's cash position and its
indebtedness.
-------------- --------------- ----------------------------------------------------------------------------------------------
Net debt None N/A Net debt : EBITDA is the ratio of net
: EBITDA debt to headline EBITDA.
-------------- --------------- ----------------------------------------------------------------------------------------------
Cash None N/A Cash conversion is defined as headline
conversion cash generated from operations as a
percentage of headline operating profit
before non-cash items. Headline cash
generated from operations is cash generated
from operations before net venue utilisation,
the cash impact of adjusting items included
in the definition of headline profit
before tax after adjusting for any wrong
pockets true ups through working capital
adjustments on acquisitions or disposals.
Headline operating profit before non-cash
items is headline operating profit before
foreign exchange gains/losses, depreciation
and amortisation. 2019 2018
GBP000 GBP000
Cash generated from operations 40,353 28,329
Net venue utilisation 12 542
Adjusting items:
Integration costs 6,791 2,750
Restructuring costs 4,218 7,583
Transaction costs on completed
and pending acquisitions
and disposals 1,462 8,037
Adjustment to reflect
timing of cash flow for
above adjusting items 1,847 (3,223)
Working capital adjustment 1,409 -
on acquisitions
Adjusted cash flow from
operations 56,092 44,018
Headline operating profit 55,763 38,701
Depreciation of property,
plant and equipment 1,704 1,247
Amortisation of computer
software 1,262 1,410
Foreign exchange loss/(gain)
on operating activities 1,140 (2,237)
Headline operating profit
on a cash basis 59,869 39,121
Cash conversion 94% 113%
-------------- --------------- ----------------------------------------------------------------------------------------------
Headline Basic Adjusting Profit after tax attributable to owners
basic earnings items in of the Parent and before the impact
earnings per share in the of adjusting items, divided by the weighted
per share earnings average number of ordinary shares in
per share issue during the financial year.
note (note
10)
-------------- --------------- ----------------------------------------------------------------------------------------------
Headline Diluted Adjusting Profit after tax attributable to owners
diluted earnings items in of the Parent and before the impact
earnings per share in the of adjusting items, divided by the weighted
per share earnings average number of ordinary shares in
per share issue during the financial year adjusted
note (note for the effects of any potentially dilutive
10) options unless anti-dilutive.
-------------- --------------- ----------------------------------------------------------------------------------------------
Dividend None Dividend Dividend cover is defined as headline
cover (note 9) diluted earnings per share divided by
and adjusting dividend per share.
items in
in the
earnings
per share
note (note
10)
-------------- --------------- ----------------------------------------------------------------------------------------------
Headline Effective Adjusting The income tax charge for the Group
effective tax rate items and excluding the tax impact of adjusting
tax rate the tax items, divided by headline profit before
impact of tax.
adjusting This measure is a useful indicator of
items the ongoing tax rate for the Group. 2019 2018
(note 5 GBP000 GBP000
and note Tax charge per income
8) statement (4,585) (3,023)
Tax on share of results
of associates and joint
ventures (1,900) (1,641)
Tax impact of adjusting
items (6,630) (5,058)
Headline tax charge (13,115) (9,722)
Headline profit before
tax 50,408 35,417
Headline effective tax
rate 26% 27%
-------------- --------------- ----------------------------------------------------------------------------------------------
Return None Operating ROCE is calculated as headline operating
on capital adjusting profit (i.e. before adjusting items)
employed items as divided by net assets excluding all
disclosed balances relating to any provisions,
in note financial instruments, interest-bearing
5. liabilities and cash or cash equivalents. 2019 2018
Return on capital employed GBP000 GBP000
("ROCE")
Headline operating
profit (A) 55,763 38,701
Non-current assets:
Acquired goodwill 209,970 201,838
Acquired intangibles 270,608 267,265
Property, plant and
equipment 5,167 4,932
Interests in associates
and joint ventures 43,374 43,293
Deferred consideration
receivable 3,795 -
Deferred tax asset 8,547 10,435
Current assets:
Trade and other receivables 59,024 54,038
Tax prepayment 3,300 2,015
Assets held for sale - 9,624
Current liabilities:
Trade and other payables (33,390) (35,863)
Corporation tax (1,929) (5,464)
Deferred income (79,701) (76,764)
Non-current liabilities:
Deferred tax liability (40,655) (46,595)
Deferred income (291) (813)
Capital employed (B) 447,819 427,941
ROCE (A/B) 12.5% 9.0%
-------------- --------------- ----------------------------------------------------------------------------------------------
Like-for-like None N/A Like-for-like (or underlying) results
are stated on a constant currency basis,
after excluding events which took place
in the current period, but did not take
place under our ownership in the comparative
period and after excluding events which
took place in the comparative period,
but did not take place under our ownership
in the current period. This excludes:
* Biennial events;
* timing differences (i.e. events that ran in only one
of the current or comparative periods, due to changes
in the event dates);
* launches;
* cancelled or disposed of events that did not take
place under our ownership in the current year;
* acquired events in the current period;
* and acquired events in the comparative period that
didn't take place under our ownership in the
comparative period (i.e. they took place
pre-acquisition).
Refer to the Chief Financial Officer
statement for a reconciliation to the
closest statutory measures.
-------------- --------------- ----------------------------------------------------------------------------------------------
Forward None N/A Forward bookings are contracted revenues
bookings for the following financial year. Unless
otherwise stated these are as at the
date of announcement (i.e. late November/early
December each year).
-------------- --------------- ----------------------------------------------------------------------------------------------
Top 10 None N/A Top 10 TAG events includes the 10 largest
TAG events wholly-owned events by revenue excluding
the acquired Ascential Events and Mining
Indaba events.
-------------- --------------- ----------------------------------------------------------------------------------------------
Dividend calendar
Final dividend 2019
Ex-dividend date 2 January 2020 Record date 3 January 2020 Payment date 3 February 2020
Interim dividend 2020
Ex-dividend date 18 June 2020 Record date 19 June 2020 Payment date 30 July 2020
[1] As defined in the Glossary.
[2] Like-for-like growth as a percentage can be calculated by dividing like-for-like growth (A) by annually recurring (B).
[3] Headline profit before tax has been restated for UK and Central costs.
[4] Headline profit before tax has been restated for the UK division. Refer to note 3 for further details.
[5] Non-current assets exclude deferred tax assets and assets classified as held for sale.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
FR FSWSMDFUSELE
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